U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-KSB

(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, 2000

[_]  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. $824,374

     Of the  10,601,803  shares of voting  stock of the  registrant  issued  and
outstanding   as  of  December   31,  2000,   1,832,803   shares  were  held  by
non-affiliates.  Because of the absence of an established trading market for the
voting stock,  the registrant is unable to calculate the aggregate  market value
of the voting  stock held by  non-affiliates  as of a specified  date within the
past sixty (60) days.












                                                         2

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                                     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 is not  presently
trading on an  exchange,  but  intends to apply to trade on the Over the Counter
Bulletin  Board.  There  can be no  assurance  that  such  application  will  be
accepted.  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").

     The  Company  relied upon  Section  517.061(11)  for  several  transactions
regarding  the  issuance of its  unregistered  securities  in  Florida.  In each
instance, such reliance was based upon the fact that: (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,

                                        3

<PAGE>



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,  Mr.  Dauplaise  supplied  such  information  and was
available for such questioning (the "Florida Exemption").

     From September 1998 through  September  2000, the Company issued a total of
175,500  shares of the  Company's  Common  Stock to Neil Rand  d.b.a.  Corporate
Imaging as payment for services in connection with their  consulting in business
management,  public and investor  relations and other related corporate advisory
services and assistance to the Company.  The shares were issued  pursuant to the
506 Exemption,  Section R14-4-126 of the Arizona Code and the Florida Exemption.
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 Arizona Exemption  applicable include the
following:  (i) units were sold to less than thirty-five (35) persons; (ii) each
purchaser  who was not an  accredited  investor  either alone or with  purchaser
representative  had such  knowledge  and  experience  in financial  and business
matters  sufficient  to  evaluate  the  merits  and  risks  of  the  prospective
investment;  (iii)  the bad boy  provisions  of the rule  apply to  neither  the
Company nor its predecessors or affiliates;  and (iv) neither the issuer nor any
person  acting  on its  behalf  offered  or sold the  securities  by any form of
general solicitation or general  advertising;  (v) the Company filed a completed
SEC Form D with the  Arizona  Corporation  Commission  signed  by a person  duly
authorized by the issuer; (vi) the Forms were filed not later than 15 days after
the  first  sale  of the  securities  in  Arizona;  (vii)  the  Company  paid an
appropriate filing fee of $250.00 to the Arizona Corporation Commission.

     Between  May 1999 and July  2000 the  Company  sold  29,000  shares  of its
Restricted  Common  Stock to six (6)  individuals  for a total of  twenty  seven
thousand  dollars  ($27,000).  The  offering was  conducted  pursuant to the 506
Exemption,  Section  25102.1 of the California  Code and Section 10-5- 9 (13) of
the Georgia Code.  See Part III,  Item 12.  "Certain  Relationships  and Related
Transactions".

     The facts relied upon to make the California  Exemption  applicable include
the following:  (i) the Company filed a completed SEC Form D with the California
Department  of  Corporations;  (ii) the  Company  executed a Form U-2 consent to
service of process  in the state of  California;  (iii) the Forms were filed not
later than 15 days after the first sale of the securities in California; and (v)
the Company paid an appropriate filing fee.

     The  facts  relied  upon to  make  the  Georgia  Exemption  applicable  the
following:  (i) the number of Georgia  purchasers  did not exceed  fifteen (15);
(ii) the securities were not offered for sale by means of any form of general or
public  solicitations  or  advertisements;  (iii) a legend was  placed  upon the
certificates;  and  (iv)  each  purchaser  represented  that  he  purchased  for
investment.

     In January 2000, the Company  entered into a performance  contract with the
County of Washtenaw,  Michigan.  The agreement  provides that the Company hold a
training service  program.  The training is to be for a forty (40) hour training
curriculum for a minimum of nine hundred (900)  participants.  The curriculum is
to include an Independent Thinking Skills course and a 30 Days to

                                        4

<PAGE>



Gainful  Employment  course. The compensation is based on a cost per participant
rate of $360, at a minimum cost of $5,400 per week to serve no less than fifteen
(15) participants. The total contract dollar amount is not to exceed Two Hundred
Eighty Thousand Eight Hundred dollars ($280,800). The contract began on December
27, 1999 and expired on December 31, 2000.

     In May 2000 the Company  entered into an agreement  with the County of Kern
Department of Human Services ("the County").  The agreement is for L.L. Brown to
provide an "Independent Thinking Skills" and "Thirty Days to Gainful Employment"
training  seminars  to  participants.  The purpose of the program is to increase
employment and retention  rates, and reduce the rate of public  assistance.  The
contract is dated May 9, 2000 and terminates April 30, 2001. The County will pay
L.L.  Brown $7,500 per session  minus  materials  and supplies  purchased by the
County, in an amount not to exceed $297,000.

     In July  2000 the  Company  entered  into an  agreement  with the  State of
Washington Department of Social and Health Services ("DSHS"). The agreement is a
Client Service  Contract for L.L. Brown to provide a three (3) day,  twenty (20)
hour  "Independent  Thinking  Skills for Motivation  and Retention"  training to
participants.   The  training  will  address  the  psychological   barriers  and
developmental skills necessary to become gainfully employed.  The contract start
date is July 1, 200 and ends June 30, 2001.  DSHS shall  compensate L.L. Brown a
maximum of $365 per participant who completes the entire three (3) day training,
to be paid by invoice.

     From April 1999 through  August 2000, the Company issued a total of 205,500
shares of its  Restricted  Common  Stock to thirty  four  (34)  individuals  for
release  from debt for all  services  rendered  on behalf of the Company to that
date.  Such services were as follows:  Alonza Fant Nelson received 10,000 shares
for storage and delivery of training  materials;  Larriee Brown  received  2,500
shares for setting up  conferences;  Lavern  Calloway Otis received 5,000 shares
for services relating to internet research; Albert M Brown received 2,500 shares
for  conference  services;  Edgar Brown  received  2,500  shares for  conference
services;  Howard Scott  received  2,500 shares for  transportation  of training
materials;   Earnest  Scott  received  1,000  shares  for  conference  services;
Stephanie  brown received 1,000 shares for conference  set-up  services;  Darsel
Brown received 1,000 shares for conference  registration services;  Yvonne Brown
received  1,000  shares for  conference  registration  services;  Jim & Floretta
Esclavon  received 2,000 shares for  proofreading  of books;  Shirlene Fant Rand
received 6,000 shares for marketing and sales of L.L. Brown books; Shirlene Fant
Rand received 12,000 shares for public  relations  consulting  services;  Sharon
Hamilton  received 1,000 shares for conference  set-up  services;  Beverly Brown
received 1,000 shares for  conference  set-up  services;  Dr. Barbara Susan Levy
received 75,000 shares for media  consulting  services;  Charles Aycock received
2,500  shares as a staff  bonus;  John Arvizu  received  2,500 shares as a staff
bonus;  Maria  Tagaleoo  received  2,500  shares as a staff  bonus;  Brian  Tutt
received  2,500 shares for conference  set-up;  Jewel Natasha  Timoteo  received
1,500 as a staff bonus;  Nikki Esclavon  received 1,500 shares as a staff bonus;
Michael Shelby Edwards  received 2,500 shares for conference  services;  Clayton
Frank Chong received 1,000 shares for conference services;  Thelma Lee Standhart
received  2,500  shares for  marketing  services;  Lewis and  Shirley  Sheffield
received  10,000 shares for marketing  services;  Margaret Tami Henley  received
2,500 shares as a staff  bonus;  Margaret  Tami Henley  received  another  1,000
shares  as a staff  bonus;  Jimmy  Calloway  received  6,000  shares  for  board
participation  and strategic  planning  services;  Jewel Morris  received  1,000
shares as a board participant; Maria Tageleoo received another 2,000 shares as a
staff bonus;  Jewel  Timoteao  received  2,000 shares as a staff bonus;  Charles
Steele  received  10,000  shares for board  participation  and public  relations
services; Alan & Viola Ose received 5,000 shares for storage of materials; Steve
and Sandy Mundahl received 6000 shares for their co-writing  services;  Eddie L.
Young & Natilyne W. Young  received  5,000 shares for the marketing and training
services; and Shirley Scheffield received

                                        5

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10,000  shares for  marketing and public  relations  services.  The offering was
conducted  pursuant to the 506  Exemption,  Section  8-6-11 of the Alabama Code,
Section  R14-4-126 of the Arizona Code,  Section 25102.1 of the California Code,
Section  10-5-9 (13) of the Georgia Code,  Rule 803.7 and Section  402(b)(21) of
the Michigan Code,  Section .1205 of the North Carolina Code,  Sec.  48-2-125 of
the Tennessee  Code,  Section  460-44A-506  of the  Washington  Code and Section
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 Alabama  Exemption include the following:
(i) the sale was to not more than ten (10)  persons  within a twelve  (12) month
period;  (ii) the issuer reasonably  believes that all buyers are purchasing for
investment  purposes  only;  (iii) the  issuer  makes a  reasonable  inquiry  to
determine if the purchaser is acquiring the securities for him or herself or for
other persons;  (iv) the issuer  provides  written  disclosure to each purchaser
prior to the sale that the securities have not been registered under the Act and
therefore,  cannot be resold unless they are registered  under the Act or unless
an  exemption  from  registration  is  available;  (v) a legend is placed on the
certificate  that states that the securities have not been registered  under the
act and  setting  forth  the  restrictions  on  transferability  and sale of the
securities;  (vi) no commission or other remuneration is paid for soliciting any
prospective buyer; (vii) no public advertisement or general solicitation is used
in  connection  with the issue;  (viii) the Company filed a completed SEC Form D
with the  Alabama  Securities  Division;  (ix) the  Company  executed a Form U-2
consent to service of process in the state of Alabama and (x) the  Company  paid
an appropriate filing fee to the Alabama Securities Commission.

     The facts relied upon to make the Arizona Exemption  applicable include the
following:  (i) units were sold to less than thirty-five (35) persons; (ii) each
purchaser  who was not an  accredited  investor  either alone or with  purchaser
representative  had such  knowledge  and  experience  in financial  and business
matters  sufficient  to  evaluate  the  merits  and  risks  of  the  prospective
investment;  (iii)  the bad boy  provisions  of the rule  apply to  neither  the
Company nor its predecessors or affiliates;  and (iv) neither the issuer nor any
person  acting  on its  behalf  offered  or sold the  securities  by any form of
general solicitation or general  advertising;  (v) the Company filed a completed
SEC Form D with the  Arizona  Corporation  Commission  signed  by a person  duly
authorized by the issuer; (vi) the Forms were filed not later than 15 days after
the  first  sale  of the  securities  in  Arizona;  (vii)  the  Company  paid an
appropriate filing fee of $250.00 to the Arizona Corporation Commission.

     The facts relied upon to make the California  Exemption  applicable include
the following:  (i) the Company filed a completed SEC Form D with the California
Department  of  Corporations;  (ii) the  Company  executed a Form U-2 consent to
service of process  in the state of  California;  (iii) the Forms were filed not
later than 15 days after the first sale of the securities in California; and (v)
the Company paid an appropriate filing fee.

     The facts relied upon to make the Georgia Exemption  applicable include the
following:  (i) the number of Georgia  purchasers  did not exceed  fifteen (15);
(ii) the securities were not offered for sale by means of any form of general or
public  solicitations  or  advertisements;  (iii) a legend was  placed  upon the
certificates;  and  (iv)  each  purchaser  represented  that  he  purchased  for
investment.

     The facts relied upon to make the Michigan Exemption include the following:
(i) the  Company  filed a  completed  SEC  Form D with the  Michigan  Securities
Division;  (ii) the Company executed a Form U-2 consent to service of process in
the state of Michigan; (iii) the Forms were filed

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not later  than  fifteen  (15) days after the first  sale of the  securities  in
Michigan; (iv) the Company provided the Michigan State Securities  Administrator
a copy of the  information  furnished  by the  Company  to the  offerees,  which
constitutes disclosure adequate to satisfy the anti-fraud provisions of the act;
and (v) the Company paid an appropriate filing fee of $100

     The facts  relied  upon to make the  North  Carolina  Exemption  applicable
include the following: (i) no commission, discount, finders fee or other similar
remuneration or compensation shall be paid, directly or indirectly to any person
for  soliciting  any  prospective  purchaser  of the  security  sold  to a North
Carolina  Resident;  (ii) any  prospectus  or  disclosure  document  used in the
offering shall disclose  conspicuously the legends required by Rule .1316 of the
North Carolina  Code;  (iii) not less than 10 business days prior to any sale or
receipt of signed  subscription  agreement  of the  securities  to a resident of
North  Carolina,  the issuer shall file with the  administrator  (a) a statement
signed by the issuer and  acknowledged  before a notary public  identifying  the
issuer, including name, form of organization,  address and telephone number, (b)
a  statement  signed  by the  issuer  and  acknowledged  before a notary  public
identifying the persons who will be selling the securities in North Carolina and
describing  any   commissions,   discounts,   fees  or  other   remuneration  or
compensation to be paid to such persons, (c) a summary of the proposed offering;
(iv) a Form U-2 Consent to Service of Process is filed naming the North Carolina
Secretary of State as the service agent,  signed by the issuer; (v) a filing fee
of $25.00 is submitted,  payable to the North Carolina  Secretary of State; (vi)
if the sale is  offered  to not more  than 5  individuals  who  reside  in North
Carolina,  compliance  with .1205 is not required;  (vii) neither the issuer nor
any person  acting on the  issuer's  behalf  shall offer or offer to sell by any
means or any form of general solicitation or general advertising.

     The  facts  relied  upon  to  make  the  Tennessee  Exemption  include  the
following:  (i) the  Company  filed a  completed  SEC Form D with the  Tennessee
Division of Securities; (ii) the Form was filed not later than 15 days after the
first sale;  (iii) the Company  provided the Tennessee  Division of Securities a
copy of the  information  furnished  by the  Company to the  offerees,  (iv) the
Company  executed a Form U-2 consent to service of process;  and (v) the Company
paid an appropriate filing fee.

     The  facts  relied  upon to  make  the  Washington  Exemption  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  fifteen  (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 include the following:
(i) the sale was to not more  that  fifteen  (15)  persons  within  twelve  (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 September  2000,  the Company  entered into a Consulting  Contract  with
David  Penney  &  Associates  ("DPA").  DPA is to  locate  possible  merger  and
acquisition  candidates,  as well as sources of financing  for the  Company.  As
compensation,  DPA  shall  be  entitled  to a fee of ten  percent  (10%)  of the
financing  obtained or ten  percent  (10%) of the total value of the stock to be
exchanged.  DPA also has piggy-back  registration rights in the event restricted
shares are issued.

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     In December 2000, the Company entered into an agreement with CWA District 7
to provide a one (1) day seminar entitled  "Capitalizing on Change." The seminar
was  conducted  on or about  February 8, 2001.  For such  services,  the Company
received $4,000.

     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 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.

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


                                        8

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     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.

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;

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<PAGE>



     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
     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.


                                       10

<PAGE>



     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".

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.

                                       11

<PAGE>



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  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.

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

                                       12

<PAGE>



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.

     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.



                                       13

<PAGE>



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.

     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

                                       14

<PAGE>



     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 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.


                                       15

<PAGE>



     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%).

     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

                                       16

<PAGE>



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 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.

                                       17

<PAGE>



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.

Employees and Consultants

     At December 31, 2000, the Company employed four (4) 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.

     From September 1998 through  September  2000, the Company issued a total of
175,500  shares of the  Company's  Common  Stock to Neil Rand  d.b.a.  Corporate
Imaging as payment for services in connection with their  consulting in business
management,  public and investor  relations and other related corporate advisory
services and assistance to the Company.  The shares were issued  pursuant to the
506 Exemption,  Section R14-4-126 of the Arizona Code and the Florida Exemption.
See Part III, Item 12. "Certain Relationships and Related Transactions".

     From April 1999 through  August 2000, the Company issued a total of 205,500
shares of its  Restricted  Common  Stock to thirty  four  (34)  individuals  for
release  from debt for all  services  rendered  on behalf of the Company to that
date.  Such services were as follows:  Alonza Fant Nelson received 10,000 shares
for storage and delivery of training  materials;  Larriee Brown  received  2,500
shares for setting up  conferences;  Lavern  Calloway Otis received 5,000 shares
for services relating to internet research; Albert M Brown received 2,500 shares
for  conference  services;  Edgar Brown  received  2,500  shares for  conference
services;  Howard Scott  received  2,500 shares for  transportation  of training
materials;   Earnest  Scott  received  1,000  shares  for  conference  services;
Stephanie  brown received 1,000 shares for conference  set-up  services;  Darsel
Brown received 1,000 shares for conference  registration services;  Yvonne Brown
received  1,000  shares for  conference  registration  services;  Jim & Floretta
Esclavon  received 2,000 shares for  proofreading  of books;  Shirlene Fant Rand
received 6,000 shares for marketing and sales of L.L. Brown books; Shirlene Fant
Rand received 12,000 shares for public  relations  consulting  services;  Sharon
Hamilton  received 1,000 shares for conference  set-up  services;  Beverly Brown
received 1,000 shares for  conference  set-up  services;  Dr. Barbara Susan Levy
received 75,000 shares for media  consulting  services;  Charles Aycock received
2,500  shares as a staff  bonus;  John Arvizu  received  2,500 shares as a staff
bonus;  Maria  Tagaleoo  received  2,500  shares as a staff  bonus;  Brian  Tutt
received  2,500 shares for conference  set-up;  Jewel Natasha  Timoteo  received
1,500 as a staff bonus;  Nikki Esclavon  received 1,500 shares as a staff bonus;
Michael Shelby Edwards  received 2,500 shares for conference  services;  Clayton
Frank Chong received 1,000 shares for conference services;  Thelma Lee Standhart
received  2,500  shares for  marketing  services;  Lewis and  Shirley  Sheffield
received  10,000 shares for marketing  services;  Margaret Tami Henley  received
2,500 shares as a staff  bonus;  Margaret  Tami Henley  received  another  1,000
shares  as a staff  bonus;  Jimmy  Calloway  received  6,000  shares  for  board
participation  and strategic  planning  services;  Jewel Morris  received  1,000
shares as a board participant; Maria Tageleoo received another 2,000 shares as a
staff bonus; Jewel Timoteao received

                                       18

<PAGE>



2,000 shares as a staff bonus;  Charles Steele  received 10,000 shares for board
participation  and public  relations  services;  Alan & Viola Ose received 5,000
shares for storage of materials;  Steve and Sandy  Mundahl  received 6000 shares
for their co-writing services; Eddie L. Young & Natilyne W. Young received 5,000
shares for the marketing and training services;  and Shirley Scheffield received
10,000  shares for  marketing and public  relations  services.  The offering was
conducted  pursuant to the 506  Exemption,  Section  8-6-11 of the Alabama Code,
Section  R14-4-126 of the Arizona Code,  Section 25102.1 of the California Code,
Section  10-5-9 (13) of the Georgia Code,  Rule 803.7 and Section  402(b)(21) of
the Michigan Code,  Section .1205 of the North Carolina Code,  Sec.  48-2-125 of
the Tennessee  Code,  Section  460-44A-506  of the  Washington  Code and Section
17-4-114 of the Wyoming Code. See Part III, 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. See 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 2000 fiscal year ended December 31, 2000, covered by this report.

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

     The Company intends to make application to NASD for the Company's shares to
be quoted on the OTC Bulletin Board. The Company's  application to the NASD will
consist  of  current  corporate  information,  financial  statements  and  other
documents as required by Rule 15c2-11 of the Exchange Act.  Inclusion on the OTC
Bulletin Board, when approved,  permits price quotation for the Company's shares
to be published by such service.

     The  Company  is not aware of any  existing  trading  market for its Common
Stock. The Company's Common Stock has never traded in a public market. There are
no plans,  proposals,  arrangements  or  understandings  with any person(s) with
regard  to  the  development  of a  trading  market  in  any  of  the  Company's
securities.

                                       19

<PAGE>





     If and when the  Company's  Common Stock is traded in the  over-the-counter
market,  most  likely the shares  will be 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.

     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.  If the Company's shares are deemed to be a penny stock,  trading in
the shares will be 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, 2000, there were one hundred thirty-one (131) holders of
record of the Company's Common Stock.

     As of December 31, 2000,  the Company had  10,601,803  shares of its Common
Stock issued and outstanding, 9,245,700 of which were restricted Rule 144 shares
and  1,356,103  of which were  free-trading.  Of the Rule 144 shares,  8,769,000
shares have 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.

                                       20

<PAGE>



     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.

     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,
1999

Revenues

     Revenues  for the year ended  December  31, 2000 were  $824,374 and for the
year ended December 31, 1999 were $786,584.

Operating Expenses

     General and  Administrative  Expenses for the year ended  December 31, 2000
were $548,920 versus $578,442 for the year ended December 31, 1999. Net loss was
$187,881 and $160,105 respectively.

Assets and Liabilities

     Assets were  $182,443 as of December  31,  2000,  and $196,117 for the year
ended December 31, 1999. As of December 31, 2000, assets consisted  primarily of
inventory  and  property  and  equipment,  net with a combined net book value of
$107,061.  Liabilities  were  $337,291  and $290,195 as of December 31, 2000 and
December 31, 1999  respectively.  As of December 31, 2000 liabilities  consisted
primarily of accounts payable.

                                       21

<PAGE>




Stockholders' Deficit

     Stockholders' deficit was ($220,857) as of December 31, 2000 and ($170,476)
as of December 31, 1999.

Financial Condition, Liquidity and Capital Resources

     At December 31, 2000 the Company had cash and cash  equivalents  of $13,771
as compared to $936 as of December 31, 1999.


     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 George  Stewart,  CPA 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.




                                       22

<PAGE>



                         L.L. Brown International, Inc.
                        Consolidated Financial Statements
                            December 31, 2000 & 1999



















<PAGE>




                                      L.L. Brown International, Inc.

INDEX
                                                                            Page
Independent Auditor's Report.................................................F-1
Consolidated Financial Statements
         Balance sheets......................................................F-2
         Statements of operations............................................F-3
         Statements of stockholders' equity (deficit)........................F-4
         Statements of cash flows............................................F-5
         Notes to financial statements.......................................F-6













<PAGE>



                               George Stewart, CPA
                     2301 South Jackson Street, Suite 101-G
                            Seattle, Washington 98144

INDEPENDENT AUDITOR'S REPORT

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


We have  audited the  accompanying  consolidated  balance  sheets of L.L.  Brown
International,  Inc.  as  of  December  31,  2000  and  1999,  and  the  related
consolidated statements of operations,  stockholders' equity (deficit), and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  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 audits provide 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, 2000 and 1999, and the consolidated
results of its operations  and its cash flows for the year ended,  in conformity
with generally accepted accounting principles.

The  accompanying  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 certainty.


/s/ George Stewart, CPA
March 2, 2001

                                       F-1




<PAGE>



<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                           Consolidated Balance Sheets
                           December 31, 2000 and 1999

ASSETS
                                                                              2000              1999
                                                                          --------------   -------------
<S>                                                                       <C>              <C>
Current Assets
        Cash and Cash Equivalents                                         $       13,771   $         936
        Accounts receivable net                                                   41,200          64,016
        Inventory                                                                 52,785          81,923
        Deposits                                                                   7,854           7,854
                                                                          --------------   -------------

                  Total current assets                                           115,609         154,729
                                                                          --------------   -------------

Property and Equipment, net                                                       54,276          34,029
                                                                          --------------   -------------

        Other Assets
                  Due from Stockholders                                           12,557           7,359
                                                                          --------------   -------------

TOTAL                                                                     $      182,443   $     196,117
ASSETS
                                                                          ==============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current
Liabilities
        Bank Overdrafts                                                                    $      17,831
        Accounts Payable                                                         222,884         174,772
        Notes Payable                                                             21,950          25,020
        Accrued payroll and business taxes                                        53,281          37,567
        Current maturities of long-term debt                                      39,175          35,005
                                                                          --------------   -------------

                  Total current liabilities                                      337,291         290,195
                                                                          --------------   -------------

Long term Debt, less current maturities                                           66,009          76,398
                                                                          --------------   -------------

Stockholders' Equity (Deficit)
   Preferred stock, $.001 per value, 1,000,000
     shares authorized, no shares issued
   Common stock, $.001 per value, 20,000,000 shares authorized,  10,602,803
     shares issued and outstanding in 2000, 10,465,303 shares issued and
     outstanding in 1999                                                         10,604          10,466
   Additional paid-in capital                                                   568,664         431,302
   Accumulated deficit                                                         (800,125)       (612,244)
                                                                          --------------   -------------

                  Total Stockholders' Equity (Deficit)                          (220,857)       (170,476)
                                                                          --------------   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)                       $      182,443   $     196,117
                                                                          ==============   =============
</TABLE>

                 See notes to consolidated financial statements

                                      F- 2


<PAGE>


<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                      Consolidated Statements of Operations
                 For the Years ended December 31, 2000 and 1999

                                                                               2000            1999
                                                                           ----------------  ------------
<S>                                                                        <C>               <C>
Revenues                                                                   $        824,374  $    786,584

Cost of Sales                                                                       442,004  $    339,879
                                                                           ----------------  ------------

Gross Profit                                                                        382,370       446,705

General & Administrative                                                   $        548,920  $    578,442
                                                                           ----------------  ------------

                 Income(Loss) on Operations                                       (166,550)      (131,737)

          Interest expenses                                                          21,331        28,368
                                                                           ----------------  ------------

                 Net Income (Loss) before Income Taxes                            (187,881)      (160,105)

                 Income Taxes                                                            -              -

                 Net Income (Loss)                                         $      (187,881)  $   (160,105)
                                                                           ================  ============



          Net Income(Loss) per share - basic and diluted:                  $        (0.018)  $     (0.015)

          Weighted Average Basic shares Outstanding                              10,562,454    10,381,678
</TABLE>



                 See notes to consolidated financial statements


                                       F-3



<PAGE>




<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
            Consolidated Statements of Stockholders' Equity(Deficit)
                 For the Years ended December 31, 2000 and 1999


                                                            Additional
                                       Common Stock         paid - in      Accumulated
                                   Shares        Amount      capital         Deficit          Total
                                  -----------  ----------  -------------  ---------------   ------------
<S>                               <C>          <C>         <C>            <C>               <C>
Beginning Balance
  December 31, 1998                  10183968  $   10,184  $    150,249   $     (452,139)   $  (291,706)

   Shares Purchased                     29500          30  $     29,470                          29,500

   Shares Issued as
     Compensation(value$0.001)         251835  $      252        251583                         251,835

   Net Income(Loss)                                                             (160,105)    (160,105)

Ending Balance
  December 31, 1999                  10465303  $   10,466  $    431,302   $     (612,244)   $  (170,476)
                                  ===========  ==========  =============  ===============   ============
</TABLE>


<TABLE>
<CAPTION>
                                                            Additional
                                       Common Stock         paid - in      Accumulated
                                   Shares        Amount      capital         Deficit          Total
                                  -----------  ----------  -------------  -------------- ------------
<S>                               <C>          <C>         <C>            <C>            <C>
Beginning Balance

  December 31, 1999                 10465303   $  10,466   $     431,302    ($612,244)   $  (170,476)

   Shares Purchased                     9500          10           9,490                       9,500

   Shares issued as
    Compensation(value $0.001)        128000         128         127,872                     128,000

   Net Income(Loss)                                                          (187,881)      (187,881)

Ending Balance
   September 30, 2000               10602803  $   10,604   $     568,664    ($800,125)   $  (220,857)
                                  ==========  ===========  =============  ============== =============
</TABLE>



                 See notes to consolidated financial statements

                                       F-4



<PAGE>




<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                      Consolidated Statements of Cash Flows
                 For the Years ended December 31, 2000 and 1999

Cash flows from operating activities                                                  2000        1999
                                                                                ------------  ------------
<S>                                                                             <C>           <C>
    Net Income (Loss)                                                           $   (187,881) $  (160,105)
                                                                                ------------  ------------

    Adjustments to reconcile net loss used in operating activities
            Depreciation                                                              16,084       20,877
            Stock issued in Lieu of Cash Compensation                                128,000      251,835
            Changes in operating assets and liabilities
              Accounts receivable                                                     22,816      (37,243)
              Inventory                                                               29,138      (60,798)
              Deposits                                                                     -            -
              Accounts payable                                                        48,112      (32,869)
              Accrued liabilities                                                     19,884       15,567
                                                                                ------------  ------------

            Total adjustments                                                        264,034      157,369
                                                                                ------------  ------------

    Net cash provided (used) in operating activities                                  76,154       (2,736)
                                                                                ------------  ------------

Cash flows from financing activities
    Proceeds from issuance of long-term debt
    Proceeds from issuance of common stock                                             9,500       29,500
    Bank Overdrafts                                                                  (17,831)      17,831
    Net borrowings(payments) on notes payable                                         (3,070)      (1,342)
    Principal payments on long-term debt                                             (10,389)     (31,850)
    Net (advances) to stockholders                                                    (5,197)       7,584
                                                                                ------------  ------------

    Net cash provided by financing activities                                        (26,987)      21,723
                                                                                ------------  ------------

Cash Flows from Investing Activities
    Dispositions of Property & Equipment                                               6,442
    Purchases Property & Equipment                                                   (42,774)     (19,023)
                                                                                ------------  ------------
    Net cash provided(used) by Investing Activities                                  (36,332)     (19,023)

Net increase in cash                                                                  12,835          (37)

Cash at Beginning of Year                                                                936          972
                                                                                ------------  ------------

Cash at September 30                                                            $     13,771  $       936
                                                                                ============  ============


Supplemental disclosures of cash flow information
Cash paid during the period for Interest                                        $     21,331  $    28,368
                                                                                ============  ============
</TABLE>

                 See notes to consolidated financial statements

                                       F-5



<PAGE>



                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                            December 31, 2000 & 1999



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-6




<PAGE>



                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                            December 31, 2000 & 1999

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  cost 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>
                                                        2000        2000
                                                      ----------   ---------
Office Equipment                                      $   84,058   $  84,058
Furniture & Fixtures                                      45,122      45,122
Vehicles                                                  42,775      29,740
Leasehold improvements                                     6,227       6,227
                                                      ----------   ---------
Less:  Accumulated depreciation & amortization          $178,182    $165,147
                                                        (123,906)   (131,118)
                                                      ----------   ---------
                                                      $   54,276   $  34,029
                                                      ==========   =========
</TABLE>

                                       F-7



<PAGE>



                                          L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                            December 31, 2000 & 1999


Note 4 - Notes Payable

Notes payable to banks consisted of the following:

<TABLE>
<S>                                                                             <C>         <C>
                                                                                2000        1999
                                                                                ---------   ---------
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   $ 10,000

A line of credit under which the Company may borrow up to $15,000,
is payable to a bank in interest only installments at 14.5%.                    $  12,425   $ 15,020

                                                                                $  21,950   $ 15,020
                                                                                =========   =========


Note 5 - Long-term Debt

Long-term debt consists of the following:


                                                                                2000        1999
                                                                                ---------   ---------
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                     $           $ 17,150

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                                                                   $ 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                                            $ 68,496    $ 99,330

                                                                                $105,184    $111,403
                                                                                ---------   ----------
Less current maturities                                                         $ 39,175    $ 35,005
Long-term debt, less current maturities                                         $ 66,009    $ 76,398
                                                                                =========   ==========
</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,
                                    2001             $  39,175
                                    2002             $  42,352
                                    2003             $  23,657
                                                     $ 105,184
                                                     ==========

                                       F-8


<PAGE>



                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                            December 31, 2000 & 1999

Note 6 - Advertising

Advertising  costs are charged to operations when incurred,  which amounted to $
12,128 for 2000 and $ 2,069 for 1999.

Note 7 - Federal Income Taxes

At December 31, 2000 and 1999, the Company had net operating loss  carryforwards
of  approximately $ 800,000 and $ 612,000  respectively,  expiring in year 2013.
The amount  recorded as deferred tax assets as of December 31, 2000 and 1999 was
approximately $ 264,000 and $ 202,000 respectively,  which represents the amount
of tax benefits arising from the loss of  carryforwards.  Due to the uncertainty
regarding  the  Company's  ability to generate  taxable  income in the future to
realize the benefit from its deferred tax assets,  the Company has established a
valuation allowance of $264,000 and $202,000 against this deferred tax asset.

Note 8 - Commitments

The  Company  leases its  administrative  offices and  certain  equipment  under
operating  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,

                                    2001       64,106
                                    2002       55,920
                                    2003       55,920
                                            ----------
                                            $ 240,052
                                            ==========

Note 9 - Related Party Transactions

The Company had  advances  of $ 12,557 and $ 7,359 to the Vice  President  as of
December 31, 2000 and 1999 respectively.

Note 10 - Going Concern

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





                                     Page 9







<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      48          President

Lester Brown             59          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 48, 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 59, 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.

                                       34

<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

<TABLE>
<CAPTION>
                           Annual      Annual              LT
                           Comp         Comp    Annual     Comp       LT
Name and                   Salary       Bonus   Comp       Rest       Comp     LTIP
Post                Year    (1)         ($)     Other      Stock     Options  Payouts  All Other (1)
---------------    -----   ----------  -------  ------   ---------  --------  -------  -------------
<S>                <C>     <C>                           <C>
Carolyn Scott      1999    $64,512.79                    4,384,50
Brown,                                                          0
President          2000    $62,500

Lester L.          1999    $69,750.81                    4,384,50
Brown,  Vice-                                                   0
President          2000    $58,500
----------------------
</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,  2000,
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.

<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                 41.4%

Lester L. Brown(1)            Common         4,384,500                 41.4%

All Executive Officers and    Common         8,769,000                 82.7%
Directors as a Group
(two (2) persons)
-------------------
</TABLE>

(2)  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.

                                       35

<PAGE>





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

Item 12. Certain Relationships and Related Transactions

     From September 1998 through  September  2000, the Company issued a total of
175,500  shares of the  Company's  Common  Stock to Neil Rand  d.b.a.  Corporate
Imaging as payment for services in connection with their  consulting in business
management,  public and investor  relations and other related corporate advisory
services and assistance to the Company.  The shares were issued  pursuant to the
506 Exemption, Section R14-4-126 of the Arizona Code and the Florida Exemption.

     Between  May 1999 and July  2000 the  Company  sold  29,000  shares  of its
Restricted  Common  Stock to six (6)  individuals  for a total of  twenty  seven
thousand  dollars  ($27,000).  The  offering was  conducted  pursuant to the 506
Exemption,  Section  25102.1 of the California  Code and Section 10-5- 9 (13) of
the Georgia Code.

     From April 1999 through  August 2000, the Company issued a total of 205,500
shares of its  Restricted  Common  Stock to thirty  four  (34)  individuals  for
release  from debt for all  services  rendered  on behalf of the Company to that
date.  Such services were as follows:  Alonza Fant Nelson received 10,000 shares
for storage and delivery of training  materials;  Larriee Brown  received  2,500
shares for setting up  conferences;  Lavern  Calloway Otis received 5,000 shares
for services relating to internet research; Albert M Brown received 2,500 shares
for  conference  services;  Edgar Brown  received  2,500  shares for  conference
services;  Howard Scott  received  2,500 shares for  transportation  of training
materials;   Earnest  Scott  received  1,000  shares  for  conference  services;
Stephanie  brown received 1,000 shares for conference  set-up  services;  Darsel
Brown received 1,000 shares for conference  registration services;  Yvonne Brown
received  1,000  shares for  conference  registration  services;  Jim & Floretta
Esclavon  received 2,000 shares for  proofreading  of books;  Shirlene Fant Rand
received 6,000 shares for marketing and sales of L.L. Brown books; Shirlene Fant
Rand received 12,000 shares for public  relations  consulting  services;  Sharon
Hamilton  received 1,000 shares for conference  set-up  services;  Beverly Brown
received 1,000 shares for  conference  set-up  services;  Dr. Barbara Susan Levy
received 75,000 shares for media  consulting  services;  Charles Aycock received
2,500  shares as a staff  bonus;  John Arvizu  received  2,500 shares as a staff
bonus;  Maria  Tagaleoo  received  2,500  shares as a staff  bonus;  Brian  Tutt
received  2,500 shares for conference  set-up;  Jewel Natasha  Timoteo  received
1,500 as a staff bonus;  Nikki Esclavon  received 1,500 shares as a staff bonus;
Michael Shelby Edwards  received 2,500 shares for conference  services;  Clayton
Frank Chong received 1,000 shares for conference services;  Thelma Lee Standhart
received  2,500  shares for  marketing  services;  Lewis and  Shirley  Sheffield
received  10,000 shares for marketing  services;  Margaret Tami Henley  received
2,500 shares as a staff  bonus;  Margaret  Tami Henley  received  another  1,000
shares  as a staff  bonus;  Jimmy  Calloway  received  6,000  shares  for  board
participation  and strategic  planning  services;  Jewel Morris  received  1,000
shares as a board participant; Maria Tageleoo received another 2,000 shares as a
staff bonus;  Jewel  Timoteao  received  2,000 shares as a staff bonus;  Charles
Steele  received  10,000  shares for board  participation  and public  relations
services; Alan & Viola Ose received 5,000 shares for storage of materials; Steve
and Sandy Mundahl received 6000 shares for their co-writing  services;  Eddie L.
Young & Natilyne W. Young  received  5,000 shares for the marketing and training
services; and Shirley Scheffield received 10,000 shares for marketing and public
relations  services.  The offering was conducted  pursuant to the 506 Exemption,
Section  8-6-11 of the Alabama  Code,  Section  R14-4-126  of the Arizona  Code,
Section 25102.1 of the California Code, Section 10-5-9 (13) of the Georgia Code,
Rule 803.7 and

                                       36

<PAGE>



Section  402(b)(21) of the Michigan  Code,  Section .1205 of the North  Carolina
Code, Sec. 48-2-125 of the Tennessee Code, Section 460-44A-506 of the Washington
Code and Section 17-4-114 of the Wyoming Code.

     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.

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:

<TABLE>
<CAPTION>
Exhibit No.       Description
----------        ------------------------------------------------------------
<S>      <C>      <C>
3.(i).1  (1)      Articles of Incorporation of Smart Industries, Inc. filed February 19, 1997.

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

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

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

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

4.3      (1)      Promissory Note between L.L. Brown and KeyBank National Association in the
                  amount of $126,104.00 dated October 1998.

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

10.2     (1)      Share Exchange Agreement between L.L. Brown International, Inc. and LL Brown
                  & Associates, Inc. dated March 14, 1998.

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.
</TABLE>

                                       37

<PAGE>


<TABLE>
<S>      <C>      <C>
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    *        Service Agreement between the Company and CWA District 7 dated December 5,
                  2000.

10.11    *        Service Agreement between the Company and Arizona, AFLCIO dated January 29,
                  2001.
---------------------
</TABLE>

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB filed November 13, 2000.

     (b) No reports on Form 8-K have been filed.




                                       38



<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    , 2001          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 __, 2001

/s/ Lester Brown
-----------------------------
Lester Brown                        Vice President            March __, 2001



                                       39