L L BROWN INTERNATIONAL INC, 10SB12G, 2000-11-13

L L BROWN INTERNATIONAL INC
10SB12G, 2000-11-13

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

FORM 10-SB

L.L. Brown International, Inc.
---------------------------------------------------------------
(Name of Small Business Issuer in its charter)

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

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

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

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

Title of each class Name of each exchange on which
to be so registered each class to be registered

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

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

Common Stock, $.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>

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 once the SEC has reached a point of no further comment on its
Form 10SB. 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 is filing this Form 10-SB on a voluntary basis so that the
public will have access to the required periodic reports on L.L. Brown's current
status and financial condition. 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 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. See Part I, Item 1. "Description of the Business - (b)
Business of Issuer."

In February 1997, prior to its acquisition of LLBA, the Company sold
1,100,000 shares of its unrestricted Common Stock to sixty eight (68)
individuals for a total of $11,000. For such offering, the Company relied upon
Section 3(b) of the Securities Act of 1933, as amended (the "Act"), Rule 504 of
Regulation D, promulgated thereunder ("Rule 504"), Section 517.061(11) of the
Florida code, Section 90.530(11) of the Nevada code, Section 48-2-103(b)(4) of
the Tennessee code and Section 5[581-5] I(c) of the Texas code. No state
exemption was necessary for the sales made to Canadian or French investors. See
Part II, Item 4. "Recent Sales of Unregistered Securities."

In March 1998, the Company entered into a share exchange agreement with
LLBA and its shareholders, whereby LLBA became a wholly-owned subsidiary of the
Company. The exchange was made whereby the Company issued 8,900,000 shares of
its restricted Common Stock to the shareholders of LLBA for all of the issued
and outstanding stock of LLBA. This offering was conducted pursuant to Section
4(2) of the Act, Rule 506, Section 44-1844(6) of the Arizona Code and Section
21.20.320(14) of the Washington Code. See Part I, Item 7. "Certain Relationships
and Related Transactions"; and Part II, Item 4. "Recent Sales of Unregistered
Securities."

<PAGE>

Arizona Code, Section 25102(f) of the California Code, Section 11-51-308(1)(j)
of the Colorado Code, Section 517.061(11) of the Florida Code, Section
10-5-9(13) of the Georgia Code, Section 4 [5/4] G of the Illinois Code, Section
402(b)(9) of the Massachusetts Code, Section 451.802(B)(9) of the Michigan Code,
and Section 21.20.320(14) of the Washington Code. The reason for the restricted
stock is that Washington and Arizona state law required the restrictive legend.
See Part II, Item 4. "Recent Sales of Unregistered Securities."

From September 1998 through September 2000, the Company issued shares
totaling One Hundred Seventy Five Thousand Five Hundred (175,500) shares of the
Company's Common Stock. Such shares were issued as payment for services to Neil
Rand d.b.a. Corporate Imaging 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
Section 4(2) of the Act of Regulation D, promulgated thereunder ("Rule 506"),
Section R14-4-126 of the Arizona Code and Section 517.061(11) of the Florida
Code. See Part I, Item 1. "Employees and Consultants"; Part I, Item 7. "Certain
Relationships and Related Transactions"; and Part II, Item 4. "Recent Sales of
Unregistered Securities."

From January 1999 through March 1999, the Company sold Seventy Thousand
(70,000) shares of its Common Stock to Neil Rand for a total of $35,000. For
such offering, the Company relied upon Rule 506, Section R14-4-126 of the
Arizona Code and Section 517.061(11) of the Florida Code. See Part I, Item 1.
"Employees and Consultants"; Part I, Item 7. "Certain Relationships and Related
Transactions"; and Part II, Item 4. "Recent Sales of Unregistered Securities."

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 "Program"). 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 1.
"Patents, Copyrights and Trademarks" and Part I, Item 5. "Directors, Executive
Officers, Promoters and Control Persons."

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 Section 4(2)
of the Act, Rule 506, Section 25102.1 of the California Code and Section 10-5-9
(13) of the Georgia Code. See Part II, Item 4. "Recent Sales of Unregistered
Securities."

<PAGE>

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 date is May 9, 2000 and ends April 30, 2001. The County shall
compensate L.L. Brown Seven Thousand Five Hundred $7,500 per session minus
materials and supplies purchased by the County, in an amount not to exceed Two
Hundred Ninety-Seven Thousand dollars ($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 submitted not more than thirty (30) days after performance
of services.

From April 1999 through August 2000, the Company issued 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 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

<PAGE>

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 Section 4(2) of the Act, Rule 506, 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 II, Item 4. "Recent Sales of Unregistered
Securities."

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. See Part I, Item 1. "Employees and Consultants"; and Part I,
Item 7. "Certain Relationships and Related Transactions".

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 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 begins on
December 27, 1999 and expires on December 31, 2000.

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

(b) Business of Issuer.

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.

<PAGE>

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

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

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.

<PAGE>

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

* Teamwork
* Motivation
* Cultural Diversity
* Quality Management
* Sales Training
* Capitalization on Change
* Leadership Training
* Youth Motivation
* Celebrating Menopause
* Supervisory Skills
* Conflict Resolution
* Stress Management and Wellness
* Welfare-to-Work
* Eliminating Workplace Negativity
* Controlling Workplace Anger
* 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

<PAGE>

and are taught to teach these programs to youth and adults. They are taught to
complete lesson plans, facilitate discussion and work with a variety of group
dynamics. They also learn about adult learning theories. During the first 300
hours of training, they are closely evaluated for accuracy and style. Every year
they are given additional information on the latest research in motivation,
stress management, behavior modification, and self-image psychology.

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

Women's Health Institute

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

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

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.

<PAGE>

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

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

Marketing and Distribution

Marketing

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

Telemarketing and Direct Mail Campaigns

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

Television, Radio and Newspaper Advertising

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

<PAGE>

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 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

<PAGE>

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 funder 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.

Speakers Bureau

<PAGE>

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 by December 1, 2000
will be able to purchase the products directly from the Company over the
Internet in a secure environment. 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.

<PAGE>

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

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

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

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

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Competition

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

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

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

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

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

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

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

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.

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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

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

Dependence on one or few customers

The Company will rely heavily on its customers' preferences to best
determine the products which will be produced. The commercial success of the
Company's products will depend on its ability to predict the type of content
that will appeal to a broad audience. Although the Company plans to test market
their products prior to their release, there can be no assurance that the
Company will be able to predict the appeal of its products before their
production. Considerable expense is expended on production costs before a
product can be test marketed. Therefore, although a product which tests poor can
be scrapped before additional expense is incurred associated with release
including marketing and distribution, the Company may have to bear the expense
of production of some products, which may never be released. This may have a
material adverse effect on the Company.

Research and 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

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Company will have sufficient funds to research psychological advances as they
become available. Additionally, due to the rapid advance rate at which
self-psychology advances, the Company's research and materials may be outdated
quickly, preventing or impeding the Company from realizing its full potential
profits.

Patents, Copyrights and Trademarks

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."

Governmental Regulation

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

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State and Local Licensing Requirements

Currently there are no state or local licensing requirements which apply to
the Company's business or to its products

Effect of Probable Governmental Regulation on the Business

Currently there is no government regulation of the Company's business nor
of the Company's products. However, new laws are emerging which regulate
commerce over the internet and the way data and information may be transmitted
over the Internet. Should the Company engage in activities involving the
Internet in the future, it may be subject to these laws and/or regulations.

As the Company's products and services are available over the Internet in
multiple states and foreign countries, these jurisdictions may claim that the
Company is required to qualify to do business as a foreign corporation in each
such state and foreign country. New legislation or the application of laws and
regulations from jurisdictions in this area could have a detrimental effect upon
the Company's business.

A governmental body could impose sales and other taxes on the provision of
the Company's products and services, which could increase the costs of doing
business. A number of state and local government officials have asserted the
right or indicated a willingness to impose taxes on Internet-related services
and commerce, including sales, use and access taxes; however, no such laws have
become effective to date. The Company cannot accurately predict whether the
imposition of any such taxes would materially increase its costs of doing
business or limit the services which it provides, since it may be possible to
pass on some of these costs to the consumer and continue to remain competitive.

If, as the law in this area develops, the Company becomes liable for
information carried on, stored on, or disseminated through its website, it may
be necessary for the Company to take steps to reduce its exposure to this type
of liability through alterations in its equipment, insurance or other methods.
This may require the Company to spend significant amounts of money for new
equipment or premiums and may also require it to discontinue offering certain of
its products or services.

Due to the increasing popularity and use of the Internet, it is possible
that additional laws and regulations may be adopted with respect to the
Internet, covering issues such as content, privacy, access to adult content by
minors, pricing, bulk e-mail (spam), encryption standards, consumer protection,
electronic commerce, taxation, copyright infringement and other intellectual
property issues. L.L. Brown cannot predict the impact, if any, that future
regulatory changes or developments may have on the Company's business, financial
condition, or results of operation.

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Cost of Research and Development

For fiscal year 1998 and 1999, the Company expended $8,289.72 on research
and development efforts. At the current time, none of the costs associates with
research and development are bourne directly by the customer; however there is
no guarantee that such costs will not be bourne by customers in the future and,
at the current time, the Company does not know the extent to which such costs
will be bourne by the customer, if at all.

Cost and Effects of 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 September 30, 2000, the Company employed five (5) persons. None of these
employees are represented by a labor union for purposes of collective
bargaining. The Company considers its relations with its employees to be
excellent. The Company plans to employ additional personnel as needed upon
product rollout to accommodate fulfillment needs.

Currently, the Company has no employment agreements with its employees.
L.L. Brown intends to enter into such agreements upon the effectiveness of its
Form10SB.

From September 1998 through September 2000, the Company issued shares
totaling One Hundred Seventy Five Thousand Five Hundred (175,500) shares of the
Company's Common Stock. Such shares were issued as payment for services to Neil
Rand d.b.a. Corporate Imaging 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
Section 4(2) of the Act of Regulation D, promulgated thereunder ("Rule 506"),
Section R14-4-126 of the Arizona Code and Section 517.061(11) of the Florida
Code. See Part I, Item 7. "Certain Relationships and Related Transactions"; and
Part II, Item 4. "Recent Sales of Unregistered Securities."

From January 1999 through March 1999, the Company sold Seventy Thousand
(70,000) shares of its Common Stock to Neil Rand for a total of $35,000. For
such offering, the Company relied upon Rule 506, Section R14-4-126 of the
Arizona Code and Section 517.061(11) of the Florida Code. See Part I, Item 7.
"Certain Relationships and Related Transactions"; and Part II, Item 4. "Recent
Sales of Unregistered Securities."

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"Certain Relationships and Related Transactions".

Facilities

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. See Part I, Item 3.
"Description of Property."

Risk Factors

Before making an investment decision, prospective investors in the
Company's Common Stock should carefully consider, along with other matters
referred to herein, the following risk factors inherent in and affecting the
business of the Company.

1. History of Losses. Although the Company has been in business since
February 19, 1997 it was in the development stage until March 1998, when it
entered into the share exchange with LLBA. As of December 31, 1998, the Company
had total assets of $107,551, a net loss of $346,445, revenues of $374,684 and
stockholders deficit of $291,706. As of December 31, 1999, the Company had total
assets of $203,983, a net income of $99,344, revenues of $786,584 and
stockholders deficit of $162,610. Due to the Company's operating history and
limited resources, among other factors, there can be no assurance that
profitability or significant revenue will occur in the future and there can be
no assurance that losses will not occur in the future. The ability of the
Company to establish itself as a going concern is dependent upon the receipt of
additional funds from operations or other sources to continue those activities.
The Company is subject to all of the risks inherent in the operation of a
business and there can be no assurance that the Company will be able to
successfully address these risks.

2. Minimal Assets. Working Capital and Net Worth. As of December 31, 1999,
the Company's total assets in the amount of $203,983 consisted, principally, of
the sum of $936 in cash, $34,029 in office property and equipment, $71,882 in
accounts receivable, $81,923 in inventory, $7,854 in deposits and $7,360 in
other assets. The Company has minimal assets and a minimal income on operations
of only $127,712. Further, there can be no assurance that the Company's
financial condition will improve. Even though management believes, without
assurance, that it will obtain sufficient capital with which to implement its
expansion plan, the Company is not expected to proceed with its expansion
without an infusion of capital. In order to obtain additional equity financing,
management may be required to dilute the interest of existing shareholders or
forego a substantial interest of its revenues, if any.

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3. Need for Additional Capital. Without an infusion of capital or profits
from operations, the Company is not expected to proceed with its expansion as
planned. Accordingly, the Company is not expected to overcome its history of
losses unless additional equity and/or debt financing is obtained. While the
Company anticipates the receipt of increased operating revenues, such increased
revenues cannot be assured. Further, the Company may incur significant
unanticipated expenditures which deplete its capital at a more rapid rate
because of among other things, the stage of its business, its limited personnel
and other resources and its lack of a widespread client base and market
recognition. Because of these and other factors, management is presently unable
to predict what additional costs might be incurred by the Company beyond those
currently contemplated. The Company has not identified sources of additional
capital funds, and there can be no assurance that resources will be available to
the Company when needed.

4. Dependence on Management. The possible success of the Company is
expected to be largely dependent on the continued services of its President
Carolyn Scott Brown and its Vice President, Lester L. Brown. Virtually all
decisions concerning the production, marketing, distribution and sales of the
Company's products and services will be made or significantly influenced by the
Company's officers. These officers are expected to devote only such time and
effort to the business and affairs of the Company as may be necessary to perform
their responsibilities as executive officers. The loss of the services of any of
these officers, but particularly Carolyn Scott Brown and/or Lester L. Brown,
would adversely affect the conduct of the Company's business and its prospects
for the future. The Company presently has no employment agreements with any of
its officers and holds no key-man life insurance on the lives of, and has no
other agreement with any of these officers.

5. Limited Distribution Capability. The Company's success depends in large
part upon its ability to distribute its products and services. As compared to
the Company, which lacks the financial, personnel and other resources required
to compete with its larger, better-financed competitors, virtually all of the
Company's competitors have much larger budgets for securing customers. Depending
upon the level of operating capital or funding obtained by the Company,
management believes, without assurance, that it will be possible for the Company
to attract distributors for its products and services. However, in the event
that only limited funds are available from operations or obtained, the Company
anticipates that its limited finances and other resources may be a determinative
factor in the decision to go forward with planned expansion. Until such time, if
ever, as the Company is successful in generating sufficient cash flow from
operations or securing additional capital, of which there is no assurance, it
intends to continue to operate at its current stage.

6. High Risks and Unforeseen Costs Associated with the Company's Expanded
Entry into the Self Improvement and Related Motivational Training Industries.
There can be no assurance that the costs for the establishment of a distributor
network, and the marketing and sales costs associated

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with the rollout of its products and services will not be significantly greater
than those estimated by Company management or that significant expenditures will
not be needed to record and produce the Company's products. Therefore, the
Company may expend significant unanticipated funds or significant funds may be
expended by the Company without development of a commercial market for its
products. There can be no assurance that cost overruns will not occur or that
such cost overruns will not adversely affect the Company. Further, unfavorable
general economic conditions and/or a downturn in customer acceptance and appeal
could have an adverse affect on the Company's business. Additionally,
competitive pressures and changes in customer mix, among other things, which
management expects the Company to experience could reduce the Company's gross
profit margin from time to time. Accordingly, there can be no assurance that the
Company will be capable of maintaining itself in a commercially viable position
in local, state, nationwide and international self improvement and motivational
training markets.

7. Few Customers Under Contract or Customer Base. While the Company has
signed several contracts with customers, the Company presently has no
established musical artists, musical groups, comedy acts or other artists or
entertainers under contract. The Company will be dependent upon its President,
Carolyn Scott Brown, to select the musicians, musical groups, comics and other
artists and performers whose talents the Company will seek to develop and
record. Ms. Scott Brown will utilize the contacts with musicians, musical
groups, agents, directors, producers and others which she has developed in the
music business to select and target performing artists and groups and comedy
acts to be signed by the Company, there can be no assurance that any such
artists or performers will have a chance of achieving popular and commercial
success.

8. Significant Customer and Product Concentration. There is no assurance
that the Company will be able to obtain adequate distribution of its products.
Self improvement and motivational training materials are produced by large
companies which have distribution agreements already in place. Most companies
carry an extensive line of products which they make available to customers
through a distributor. The Company's ability to achieve revenues in the future
will depend in significant part upon its ability to maintain itself as
distributor. Any cancellation of a sale or services contract or delay in payment
may materially adversely affect the Company's business, financial condition and
results of operations. There can be no assurance that the Company's revenues
will increase in the future or that the Company will be able to support the
distribution for its products.

9. Fluctuations in Results of Operations. The Company has experienced and
may in the future experience significant fluctuations in revenues, gross margins
and operating results. In addition, a single order for the Company's products
can represent a significant portion of the Company's potential sales for such
quarter. As with many developing businesses, the Company expects that some
orders may not materialize or delivery schedules may have to be deferred as a
result of changes in distribution schedules, among other factors. As a result,
the Company's operating results for a particular period to date have been and
may in the future be materially adversely affected by a delay, rescheduling or
cancellation of even one purchase order. Moreover, contracts for services and
orders for products are often received and accepted substantially in advance,
and the failure to reduce actual production costs to the extent anticipated or
an increase in

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anticipated costs before shipment could materially, adversely affect the gross
margins for such order, and as a result, the Company's results of operations.
Moreover, a majority of the Company's anticipated orders could be canceled since
orders are expected to be made substantially in advance, and even though the
Company's contracts will not typically provide that orders may be canceled, if
an important customer wishes to cancel an order, the Company may be compelled,
due to competitive conditions, to accede to such request. As a result, backlog,
if any, will not necessarily be indicative of future sales for any particular
period. Furthermore, a substantial portion of net sales may be realized near the
end of each quarter. A delay in a shipment near the end of a particular quarter,
due, for example, to an unanticipated shipment rescheduling, to cancellations or
deferrals by customers or to unexpected production difficulties experienced by
the Company, may cause net revenues in a particular quarter to fall
significantly below the company's expectations and may materially adversely
affect the Company's operating results for such quarter.

A large portion of the Company's expenses are variable but difficult to
reduce should revenues not meet the Company's expectations, thus magnifying the
material adverse effect of any revenue shortfall. Furthermore, announcements by
the Company or its competitors of technology or products or services could cause
customers to defer purchases of the Company's products or services or a
reevaluation of products under development, which would materially adversely
affect the Company's business, financial condition and results of operations.
Additional factors that may cause the Company's revenues, gross margins and
results of operations to vary significantly from period to period include:
product production costs, patent processing, possible government regulation of
the Company's business and/or products and their method of distribution, mix of
products sold, manufacturing efficiencies, costs and capacity, price discounts,
market acceptance and the timing of availability of new products by the Company
or its distributors, usage of different distribution and sales channels and
methods and general economic and political conditions. In addition, the
Company's results of operations are influenced by competitive factors, including
the pricing and availability of and demand for works in the same genre. All of
the above factors are difficult for the company to forecast, and these or other
factors could materially adversely affect the Company's business, financial
condition and results of operations. As a result, the Company believes that
period-to-period comparisons are not necessarily meaningful and should not be
relied upon as indications of future performance. See Part I, Item. 2.
"Management's Discussion and Analysis of Financial Condition or Plan of
Operation."

10. Potential for Unfavorable Interpretation of Future Government
Regulation. The Company is not subject to regulations governing its products at
the present time. The Company may be subject to regulation if it elects to
distribute its products through means such as the Internet, in which case the
Company will be required to comply with new and emerging laws, the
interpretation of which will be uncertain and unclear. In such event the Company
shall have all of the uncertainties such laws present including the risk of loss
of substantial capital in the event the Company is unable to comply with the law
or is unable to utilize the method of distribution it thinks will best serve the
Company's products.

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11. No Assurance of Product Quality. Performance and Reliability. The
Company expectsthat its customers will continue to establish demanding
specifications for quality, performance and reliability. Although the Company
will attempt to purchase equipment and raw materials from manufacturers who
adhere to good manufacturing practice standards, there can be no assurance that
problems will not occur in the future with respect to quality, performance,
reliability and price. If such problems occur, the Company could experience
increased costs, delays in or cancellations or rescheduling of orders or
shipments and product returns and discounts, any of which would have a material
adverse effect on the Company's business, financial condition or results of
operations.

12. Future Capital Requirements. The Company's future capital requirements
will depend upon many factors, including the cost of production of the Company's
products, requirements to either rent or construct adequate facilities and the
status of competitive products and services. The Company believes that it will
require additional funding in order to fully exploit its plan for operations.
There can be no assurance, however, that the Company will secure such additional
financing. There can be no assurance that any additional financing will be
available to the Company on acceptable terms, or at all. If additional funds are
raised by issuing equity securities, further dilution to the existing
stockholders will result. If adequate funds are not available, the Company may
be required to delay, scale back or even eliminate its production schedules or
obtain funds through arrangements with partners or others that may require the
Company to relinquish rights to certain of its existing or potential products or
other assets. Accordingly, the inability to obtain such financing could have a
material adverse effect on the Company's business, financial condition and
results of operations.

13. Uncertainty Regarding Protection of Proprietary Rights. The Company
will attempt to protect its intellectual property rights through patents,
trademarks, secrecy agreements, trade secrets and a variety of other measures.
However, there can be no assurance that such measures will provide adequate
protection for the Company's original works, that additional disputes with
respect to the ownership of its intellectual property rights will not arise
between the Company and its employees that the Company's products will not
otherwise be copied by competitors or that the Company can otherwise
meaningfully protect its intellectual property rights. There can be no assurance
that any copyright owned by the Company will not be invalidated, circumvented or
challenged, that the rights granted thereunder will provide competitive
advantages to the Company or that any of the Company's pending or future
applications will be issued with the scope of the claims sought by the Company,
if at all. Furthermore, there can be no assurance that others will not develop
similar products which appeal to the same genre or duplicate the Company's
products or that third parties will not assert intellectual property
infringement claims against the Company. In addition, there can be no assurance
that foreign intellectual property laws will adequately protect the Company's
intellectual property rights abroad. The failure of the Company to protect its
proprietary rights could have a material adverse effect on its business,
financial condition and results of operations.

Litigation may be necessary to protect the Company's intellectual property
rights, to determine the validity of and scope of the proprietary rights of
others or to defend against claims of infringement or invalidity. Such
litigation could result in substantial costs and diversion of resources and
could have a material adverse effect on the Company's business, financial
condition and results

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of operations. There can be no assurance that infringement, invalidity, right to
use or ownership claims by third parties or claims for indemnification resulting
from infringement claims will not be asserted in the future. If any claims or
actions are asserted against the Company, the Company may seek to obtain a
license under a third party's intellectual property rights. There can be no
assurance, however, that a license will be available under reasonable terms or
at all. In addition, should the Company decide to litigate such claims, such
litigation could be extremely expensive and time consuming and could materially
adversely affect the Company's business, financial condition and results of
operations, regardless of the outcome of the litigation.

14. Ability to Grow. The Company expects to grow through one or more
strategic alliances, acquisitions, internal growth and by establishing client
relationships. There can be no assurance that the Company will be able to create
a greater market presence, or if such market is created, to expand its market
presence or successfully enter other markets. The ability of the Company to grow
will depend on a number of factors, including the availability of working
capital to support such growth, existing and emerging competition, one or more
qualified strategic alliances and the Company's ability to achieve and maintain
sufficient profit margins in the face of pricing pressures. The Company must
also manage costs in an environment which is notorious for unforeseen and
underestimated costs and adapt its infrastructure and systems to accommodate
growth within the niche market which it hopes to create.

The Company also plans to expand its business, in part, through
acquisitions. Although the Company will continuously review potential
acquisition candidates, it has not entered into any agreement, understanding or
commitment with respect to any additional acquisitions at this time. There can
be no assurance that the Company will be able to successfully identify suitable
acquisition candidates, complete acquisitions on favorable terms, or at all, or
integrate acquired businesses into its operations. Moreover, there can be no
assurance that acquisitions will not have a material adverse effect on the
Company's operating results, particularly in the fiscal quarters immediately
following the consummation of such transactions, while the operations of the
acquired business are being integrated into the Company's operations. Once
integrated, acquisitions may not achieve comparable levels of revenues,
profitability or productivity as the then existing Company products or otherwise
perform as expected. The Company is unable to predict whether or when any
prospective acquisition candidate will become available or the likelihood that
any acquisitions will be completed. The Company will be competing for
acquisition and expansion opportunities with entities that have substantially
greater resources than the Company. In addition, acquisitions involve a number
of special risks, such as diversion of management's attention, difficulties in
the integration of acquired operations and retention of personnel, unanticipated
problems or legal liabilities, and tax and accounting issues, some or all of
which could have a material adverse effect on the Company's results of
operations and financial condition.

15. Competition. The self improvement and motivational training industries
in general are all highly competitive, with several major companies involved.
The Company will be competing with larger competitors in international,
national, regional and local markets. In addition, the Company may encounter
substantial competition from new market entrants. Many of the Company's

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competitors have significantly greater name recognition and have greater
marketing, financial and other resources than the Company. Further, competition
for product and services has meant the expenditure of additional monies in the
production and promotion of new products and services. There can be no assurance
that the Company will be able to complete effectively against such competitors
in the future.

The market for online commerce is extremely competitive, and the Company
believes that competition, particularly in connection with online sales, will
continue to grow and intensify. Although the Company's primary focus is on sales
of the Company's products and services, the Company may ultimately compete with
existing online websites that provide sales and services of self improvement and
motivational training on the Internet.

16. Dependence on the Growth of Online Commerce. Purchasing products and
services over the Internet is a new and emerging market. The Company's future
revenues and profits are substantially dependent upon widespread consumer
acceptance and use of the internet and other online services as a medium for
commerce. Rapid growth of the use of the internet and other online services is a
recent phenomenon. This growth may not continue. A sufficiently broad base of
consumers may not adopt, or continue to use, the internet as a medium of
commerce. Demand for and market acceptance of recently introduced products and
services over the internet are subject to a high level of uncertainty, and there
are few proven products and services. For the Company to grow, consumers who
have historically used traditional means of commerce will instead need to
purchase products and services online, and as a result the online self
improvement and motivational training markets may not be viable without the
growth of internet commerce.

17. Dependence on Improvement of the Internet. The Internet has
experienced, and is expected to continue to experience, significant growth in
the number of users and amount of traffic. The Company's success will partially
depend upon the development and maintenance of the Internet's infrastructure to
cope with this increased traffic. This will require a reliable network backbone
with the necessary speed, bandwidth, data capacity and security. Improvement of
the Internet's infrastructure will also require the timely development of
complementary products, such as high-speed modems, to provide reliable Internet
access and services.

18. Possible Adverse Affect of Fluctuations in the General Economy and
Business of Customers. Historically, the general level of economic activity has
significantly affected the demand for self improvement and motivational training
sales. There can be no assurance that an economic downturn would not adversely
affect the demand for the Company's products and services. There can be no
assurance that such economic factors will not adversely affect the Company's
planned products and services.

19. Lack of Working Capital Funding Source. Other than revenues from the
anticipated sale of its products and services, and from the sale of shares of
its Common Stock, which offering is ongoing, the Company has no current source
of working capital funds, and should the Company be unable to secure additional
financing on acceptable terms, its business, financial condition, results of
operations and liquidity would be materially adversely affected.

<PAGE>

20. Dependence on Contract Manufacturers and Lease of Equipment; Reliance
on Sole or Limited Sources of Supply. The Company out-sources its production and
distribution of its products to various producers and distributors. The Company
does not have any contracts with these third parties, as it simply takes the
best bid for each order as it placed. The Company will also indirectly rely on
raw material suppliers to provide CD's, cassette tapes, videotapes, digital
video disks and other medium to record its product onto for distribution to its
customers. Certain necessary components and services anticipated to be necessary
for the manufacture and production of the Company's products could be required
to be obtained from a sole supplier or a limited group of suppliers. There can
be no assurance that the Company's contract manufacturers, will be sufficient to
fulfill the Company's orders.

Should the Company be required to rely solely on contract manufacturers and
a limited group of suppliers, such increasing reliance involves several risks,
including a potential inability to obtain an adequate supply of finished
products and required components, and reduced control over the price, timely
delivery, reliability and quality of finished products and components. The
Company does not believe that it is currently necessary to have any long-term
supply agreements with its manufacturers or suppliers but this may change in the
future. The Company may experience delays in the delivery of and quality
problems with its products and certain components from vendors. Certain of the
Company's suppliers may have relatively limited financial and other resources.
Any inability to obtain timely deliveries of acceptable quality or any other
circumstances that would require the Company to seek alternative sources of
supply, or to manufacture its finished products internally, could delay the
Company's ability to ship its products which could damage relationships with
current or prospective customers and have a material adverse effect on the
Company's business, financial condition and operating results.

21. Uncertainty of Market Acceptance. The future operating results of the
Company depend to a significant extent upon the development of products and
services deemed appealing, attractive and affordable by consumers of self
improvement and motivational training products and services. There can be no
assurance that the Company has the ability to continuously introduce original
products and services into the marketplace which will achieve the market
penetration and acceptance necessary for the Company to grow and become
profitable on a sustained basis, especially given the fierce competition that
exists from companies more established and well financed than the Company.

22. International Operations; Risks of Doing Business in Developing
Countries. Substantially all of the Company's products will be initially made to
distribute to customers located inside of the United States. The Company
anticipates, however that international sales will, as a result of various
distribution agreements be entered into, and will account for revenues from
product sales for the foreseeable future. The Company's international sales may
be denominated in foreign or United States currencies. The Company does not
currently engage in foreign currency hedging transactions. As a result, a
decrease in the value of foreign currencies relative to the United States dollar
could result in losses from transactions denominated in foreign currencies. With
respect to the

<PAGE>

Company's international sales that are United States dollar-denominated, such a
decrease could make the Company's products less price-competitive. Additional
risks inherent in the Company's international business activities include
changes in regulatory requirements, costs and risks of local customers in
foreign countries, availability of suitable export financing, timing and
availability of export licenses, tariffs and other trade barriers, political and
economic instability, difficulties in staffing and managing foreign operations,
difficulties in managing distributors, potentially adverse tax consequences,
foreign currency exchange fluctuations, the burden of complying with a wide
variety of complex foreign laws and treaties and the possibility of difficulty
in accounts receivable collections. Some of the Company's customer purchase
agreements may be governed by foreign laws, which may differ significantly from
U.S. laws. Therefore, the Company may be limited in its ability to enforce its
rights under such agreements and to collect damages, if awarded. There can be no
assurance that any of these factors will not have a material adverse effect on
the Company's business, financial condition and results of operations.

23. No Dividends. While payments of dividends on the Common Stock rests
with the discretion of the Board of Directors, there can be no assurance that
dividends can or will ever be paid. Payment of dividends is contingent upon,
among other things, future earnings, if any, and the financial condition of the
Company, capital requirements, general business conditions and other factors
which cannot now be predicted. It is highly unlikely that cash dividends on the
Common Stock will be paid by the Company in the foreseeable future.

24. No Cumulative Voting. The election of directors and other questions
will be decided by a majority vote. Since cumulative voting is not permitted and
a majority of the Company's outstanding Common Stock constitute a quorum,
investors who purchase shares of the Company's Common Stock may not have the
power to elect even a single director and, as a practical matter, the current
management will continue to effectively control the Company.

25. Control by Present Shareholders. The present shareholders of the
Company's Common Stock will, by virtue of their percentage share ownership and
the lack of cumulative voting, be able to elect the entire Board of Directors,
establish the Company's policies and generally direct its affairs. Accordingly,
persons investing in the Company's Common Stock will have no significant voice
in Company management, and cannot be assured of ever having representation on
the Board of Directors.

26. Potential Anti-Takeover and Other Effects of Issuance of Preferred
Stock May Be Detrimental to Common Shareholders. Potential Anti-Takeover and
Other Effects of Issuance of Preferred Stock May Be Detrimental to Common
Shareholders. The Company is authorized to issue shares of preferred stock,
("Preferred Stock") although none has been issued to date. The issuance of
Preferred Stock may not require approval by the shareholders of the Company's
Common Stock. The Board of Directors, in its sole discretion, may have the power
to issue shares of Preferred Stock in one or more series and to establish the
dividend rates and preferences, liquidation preferences, voting rights,
redemption and conversion terms and conditions and any other relative rights and
preferences with respect to any series of Preferred Stock. Holders of Preferred
Stock may have the

<PAGE>

right to receive dividends, certain preferences in liquidation and conversion
and other rights; any of which rights and preferences may operate to the
detriment of the shareholders of the Company's Common Stock. Further, the
issuance of any shares of Preferred Stock having rights superior to those of the
Company's Common Stock may result in a decrease in the value of market price of
the Common Stock provided a market exists, and additionally, could be used by
the Board of Directors as an anti-takeover measure or device to prevent a change
in control of the Company.

27. No Secondary Trading Exemption. Secondary trading in the Common Stock
will not be possible in each state until the shares of Common Stock are
qualified for sale under the applicable securities laws of the state or the
Company verifies that an exemption, such as listing in certain recognized
securities manuals, is available for secondary trading in the state. There can
be no assurance that the Company will be successful in registering or qualifying
the Common Stock for secondary trading, or availing itself of an exemption for
secondary trading in the Common Stock, in any state. If the Company fails to
register or qualify, or to obtain or verify an exemption for the secondary
trading of, the Common Stock in any particular state, the shares of Common Stock
could not be offered or sold to, or purchased by, a resident of that state. In
the event that a significant number of states refuse to permit secondary trading
in the Company's Common Stock, a public market for the Common Stock will fail to
develop and the shares could be deprived of any value.

28. Possible Adverse Effect of Penny Stock Regulations on Liquidity of
Common Stock in any Secondary Market. Although the Company does not currently
trade on any medium, the Common Stock when listed is expected to come within the
meaning of the term "penny stock" under 17 CAR 240.3a51-1 because such shares
are issued by a small company; are expected to be low- priced (under five
dollars); and will not traded on NASDAQ or on a national stock exchange. The SEC
has established risk disclosure requirements for broker-dealers participating in
penny stock transactions as part of a system of disclosure and regulatory
oversight for the operation of the penny stock market. Rule 15g-9 under the
Securities Exchange Act of 1934, as amended, obligates a broker- dealer to
satisfy special sales practice requirements, including a requirement that it
make an individualized written suitability determination of the purchaser and
receive the purchaser's written consent prior to the transaction. Further, the
Securities Enforcement Remedies and Penny Stock Reform Act of 1990 require a
broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure instrument that provides information about penny
stocks and the risks in the penny stock market. Additionally, the customer must
be provided by the broker-dealer with current bid and offer quotations for the
penny stock, the compensation of the broker-dealer and the salesperson in the
transaction and monthly account statements showing the market value of each
penny stock held in the customer's account. For so long as the Company's Common
Stock is considered penny stock, the penny stock regulations can be expected to
have an adverse effect on the liquidity of the Common Stock in the secondary
market, if any, which develops.

<PAGE>

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

Discussion and Analysis

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

The Company was in the development stage until March 1998 when the share
exchange took place between LLBA and the Company and has recently emerged from
that stage. The Company has only recently begun selling its products and
contracting its services. From the date of the share exchange in March 1998
through September 30, 2000, the Company generated revenues in the amount of
$1,688,977. Since the date of the share exchange through September 30, 2000, the
Company has generated cumulative losses of approximately $144,332. 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 currently preparing to reduce expenses by continuing to
receive bids on printing of training materials. The Company will also continue
to evaluate spending patterns and to cut down on spending whenever possible. One
area that will save on spending is to assign trainers to work in their local
regions to minimize traveling expenses. The Company will continue to focus on
cutting costs and increasing profit. Special attention will be paid to budgeting
to help control costs.

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.

<PAGE>

Results of Operations - Full Fiscal Years - December 31, 1998 and December 31,
1999

Revenues

Revenues for the twelve (12) month period ended December 31, 1998 were
$374,684 and for the twelve (12) month period ended December 31, 1999 ere
$786,584.

To date the Company has had only minimal revenues as compared to its net
income. The Company will focus its efforts with regard to its motivational
training seminars and its related products. The Company intends to sell its
products and services over the Internet, through the use of a direct sales
campaign and through other methods.

Although the Company has entered into several letters of intent with new
customers, few contracts are currently in place. Furthermore, the Company has
not yet finished the infomercial, which will cost the Company a significant
amount of money to produce. Therefore, there is no assurance that the Company
will be able to successfully contract with new customers, nor that it will be
able to adequately distribute its products to the intended end user once they
are produced.

The Company's ability to achieve revenues in the future may depend in
significant part upon its ability to obtain orders from, maintain relationships
with and provide support to its customers. As a result, any cancellation,
reduction or delay in orders may materially adversely affect the Company's
business, financial condition and results of operations. There can be no
assurance that the Company's revenues will increase in the future.

Operating Expenses

Operating Expenses for the twelve (12) month period ended December 31, 1998
were $698,373 and for the twelve month period ended December 31, 1999 were
$658,872. Net loss for the twelve month period ended December 31, 1998 were
$323,689 and net income for the twelve month period ended December 31, 1999 were
$127,712.

Sales and Marketing

These expenses consist of advertising, meetings and conventions and
entertainment related to product exhibitions and related travel expenses. Since
inception, the Company has spent approximately $39,285,40 on sales and marketing
expenses. For the years ended December 31, 1998 and December 31, 1999, sales and
marketing expenses were $5,083.25 and $3,948.25, respectively. The Company
intends to invest significant resources to expand its sales and marketing
effort, including the hiring of additional personnel and to establish the
infrastructure necessary to support future operations. The Company expects that
such expenses in 2000 will increase in absolute dollars as compared to 1999.

General and Administrative

These expenses consist primarily of the general and administrative expenses
for salaries, contract labor and other expenses for management and finance and
accounting, legal and other professional services including ongoing expenses as
a publicly owned Company related to legal,

<PAGE>

accounting and other administrative services and expenses. Since inception, the
Company has spent approximately $2,705,283 on general and administrative
expenses. For the years ended December 31, 1998 and December 31, 1999, general
and administrative expenses were $136,816 and $87,430 respectively. The Company
expects general and administrative expenses to increase in absolute dollars in
2000 as compared to 1999, as the Company continues to expand its operations.

Interest and Other Income (Expense), Net

L.L. Brown has an on-going promissory note with Key Bank. It is for a
commercial loan of $125,000 which was signed in October 1998 when the loan went
from being a credit line to an installment loan. This funding was used from 1995
through 1997 to fund start up costs for several large contracts in the
employment and training field. The current balance on the loan is $78,242.66 and
the monthly payment is $3,267.00.

The Company did not report foreign currency gains or losses for the year
ended December 31, 1999 since the Company has had no foreign transactions to
date. In the event that the Company contracts with a foreign entity for the
purchase of its products, the Company may in the future be exposed to the risk
of foreign currency gains or losses depending upon the magnitude of a change in
the value of a local currency in an international market. The Company does not
currently engage in foreign currency hedging transactions, although it may
implement such transactions in the future.

Financial Condition, Liquidity and Capital Resources

At December 31, 1999, the Company had assets totaling $203,983 and
liabilities totaling $107,551. Since the share exchange in March 1998, the
Company has financed its operations and met its capital requirements through
borrowing from current shareholders.

Operating activities used net cash of $250,251 and $2,736 in1998 and 1999,
respectively.

At December 31, 1999, the Company had cash and cash equivalents of $936.

The Company's future capital requirements will depend upon many factors,
including the success of its products and services, the ability of the Company
to successfully provide services with those customers with whom it currently has
signed contracts, the extent and timing of acceptance of the Company's products
and services in the market, expansion of the Company's marketing and sales
efforts, the Company's results of operations and the status of competitive
products and services. The Company believes that cash on hand, cash flow from
operations, if any, and funds available from the current private placement
offering will be adequate to fund its operations for at least the next six
months. There can be no assurance, however, that the Company will not require
additional financing prior to such date to fund its operations. In addition, the
Company may require additional financing after such date to fund its operations.
There can be no assurance that any additional financing will be available to the
Company on acceptable terms, or at all, when required by the Company. If
additional funds are raised by issuing equity securities, further dilution to
the existing stockholders

<PAGE>

will result. If additional funds are raised by issuing debt securities future
interest expense will be incurred. If adequate funds are not available, the
Company may be required to delay, scale back the development of new or improved
products or to scale back or eliminate one or more of its research and
development programs or obtain funds through arrangements with partners or
others that may require the Company to relinquish rights to certain of its
products or potential products or other assets that the Company would not
otherwise relinquish. Accordingly, the inability to obtain such financing could
have a material adverse effect on the Company's business, financial condition
and results of operations.

Forward-Looking Statements

This Form 10-SB 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-SB 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-SB 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 3. 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 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.

The Company owns no real property and its personal property consists of
furniture, fixtures and equipment, with an original cost of $165,147 on June 30,
2000.

<PAGE>

Item 4. Security Ownership of Certain Beneficial Owners and Management:

The following table sets forth information as of September 30, 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
----------------------------------------------------------------------------------------------------------
Carolyn Scott Brown Common 4,384,500 41%
(1) (2)

Lester L. Brown Common 4,384,500 41%
(1) (2)

All Executive Officers and Common 8,769,000 82%
Directors as a Group
(two (2) persons)
----------
</TABLE>

(1) The address for each of the above is c/o 19435 68th Avenue South, Suite
S-105, Kent, Washington, 98032.

(2) The shares owned by Carolyn Scott Brown are beneficially owned by Lester L.
Brown and the shares owned by Lester L. Brown are beneficially owned by
Carolyn Scott Brown because they are husband and wife.

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

<PAGE>

Item 5. Directors, Executive Officers, Promoters and Control Persons:

Executive Officers and Directors

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 L. Brown 59 Vice-President

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.

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, the President of the Company, and Lester L. Brown, the
Vice President of the Company, are married. There are no other family
relationships between or among the executive officers and directors of the
Company.

Business Experience

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.

<PAGE>

Lester L. Brown, age 59, currently serves as Vice President to the Company.
He has servedin 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.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Item 6. Executive Compensation

Name Year Annual Annual Annual LT Comp LT LTIP All
and Post Comp Comp Comp Rest Stock Comp Payouts Other
Salary Bonus Other Options (1)
(1) ($)
Carolyn 1998 $60,481.95 4,384,500
Scott Brown, (2)
President 1999 $64,512.79

2000 $29,000.00
Lester L. 1998 $62,719.97 4,384,500
Brown, (2)
Vice- 1999 $69,750.81
President
2000 $25,000.00
</TABLE>

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

(2) The shares owned by Carolyn Scott Brown are beneficially owned by
Lester L. Brown and the shares owned by Lester L. Brown are
beneficially owned by Carolyn Scott Brown because they are husband and
wife.

Employee Contracts and Agreements

The Company has no Employee Agreements with any of its officers and
directors.

Key Man Life Insurance

The Company intends to apply for Key Man Life Insurance and
Officer/Director Insurance upon becoming a reporting company under the 1934 Act.

<PAGE>

Employee and Consultants Stock Option Plans

There is currently no employee nor consultant stock option plan in place.

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 7. Certain Relationships and Related Transactions

In March 1998, the Company entered into a share exchange agreement with
LLBA and its shareholders, whereby LLBA became a wholly-owned subsidiary of the
Company. The exchange was made whereby the Company issued 8,900,000 shares of
its restricted Common Stock to the shareholders of LLBA for all of the issued
and outstanding stock of LLBA. This offering was conducted pursuant to Section
4(2) of the Act, Rule 506, Section 44-1844(6) of the Arizona Code and Section
21.20.320(14) of the Washington Code. See Part II, Item 4. "Recent Sales of
Unregistered Securities."

From September 1998 through September 2000, the Company issued shares
totaling One Hundred Seventy Five Thousand Five Hundred (175,500) shares of the
Company's Common Stock. Such shares were issued as payment for services to Neil
Rand d.b.a. Corporate Imaging 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
Section 4(2) of the Act of Regulation D, promulgated thereunder ("Rule 506"),
Section R14-4-126 of the Arizona Code and Section 517.061(11) of the Florida
Code. See Part II, Item 4. "Recent Sales of Unregistered Securities."

From January 1999 through March 1999, the Company sold Seventy Thousand
(70,000) shares of its Common Stock to Neil Rand for a total of $35,000. For
such offering, the Company relied upon Rule 506, Section R14-4-126 of the
Arizona Code and Section 517.061(11) of the Florida Code. See Part II, Item 4.
"Recent Sales of Unregistered Securities."

Item 8. Description of Securities

Description of Capital Stock

<PAGE>

The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock, $0.001 par value per share and 1,000,000 shares of Preferred
Stock, $0.001 par value per share. As of September 30, 2000, the Company had
10,601,803 shares of its Common Stock outstanding and none of its Preferred
Stock outstanding.

Description of Common Stock

All shares of Common Stock have equal voting rights and, when validly
issued and outstanding, are entitled to one (1) vote per share in all matters to
be voted upon by shareholders. The shares of Common Stock have no preemptive,
subscription, conversion or redemption rights and may be issued only as
fully-paid and non-assessable shares. Cumulative voting in the election of
directors is not permitted; which means that the holders of a majority of the
issued and outstanding shares of Common Stock represented at any meeting at
which a quorum is present will be able to elect the entire Board of Directors if
they so choose and, in such event, the holders of the remaining shares of Common
Stock will not be able to elect any directors. In the event of liquidation of
the Company, each shareholder is entitled to receive a proportionate share of
the Company's assets available for distribution to shareholders after the
payment of liabilities and after distribution in full of preferential amounts,
if any, to be distributed to holders of the Preferred Stock. All shares of the
Company's Common Stock issued and outstanding are fully-paid and nonassessable.

Dividend Policy

Holders of shares of Common Stock are entitled to share pro rata in
dividends and distribution with respect to the Common Stock when, as and if
declared by the Board of Directors out of funds legally available therefore,
after requirements with respect to preferential dividends on, and other matters
relating to, the Preferred Stock, if any, have been met. The Company has not
paid any dividends on its Common Stock and intends to retain earnings, if any,
to finance the development and expansion of its business. Future dividend policy
is subject to the discretion of the Board of Directors and will depend upon a
number of factors, including future earnings, capital requirements and the
financial condition of the Company.

Description of Preferred Stock

Shares of Preferred Stock may be issued from time to time in one (1) or
more series as may be determined by the Board of Directors. The voting powers
and preferences, the relative rights of each such series and the qualifications,
limitations and restrictions thereof shall be established by the Board of
Directors, except that no holder of Preferred Stock shall have preemptive
rights.

Transfer Agent and Registrar

The Transfer Agent and Registrar for the Company's Common Stock is
Interwest Transfer Co., Inc. which is located at 1981 East Murray Holliday Road,
Suite 100, Salt Lake City, Utah 84117, telephone (801) 272-9294 and facsimile
(801) 277-3147. There is no transfer agent for shares of the Company's preferred
stock.

<PAGE>

PART II.

Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.

a) Market Information.

The Company is not presently trading on an exchange, but intends to apply
to trade on the Over the Counter Bulletin Board once the SEC has reached a point
of no further comment on its Form 10SB.

(b) Holders.

As of September 30, 2000 the Company had 132 shareholders of record of its
10,601,803 outstanding shares of Common Stock, 9,245,700 of which are restricted
Rule 144 shares and 1,356,103 of which are 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.

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 2. Legal Proceedings

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

Item 3. Changes in and Disagreements with Accountants

None.

Item 4. Recent Sales of Unregistered Securities

The Company relied upon Section 4(2) of the Act and 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 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

<PAGE>

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 limitation on resale and
(vi) each of the parties is 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 Company relied upon Section 3(b) of the Act and Rule 504 for several
transactions regarding the issuance of its unregistered securities. In each
instance, such reliance was based on the following: (i) the aggregate offering
price of the offering of the shares of Common Stock and warrants did not exceed
$1,000,000, less the aggregate offering price for all securities sold with the
twelve months before the start of and during the offering of shares in reliance
on any exemption under Section 3(b) of, or in violation of Section 5(a) of the
Act; (ii) no general solicitation or advertising was conducted by the Company in
connection with the offering of any of the shares; (iii) the fact the Company
has not been since its inception (a) subject to the reporting requirements of
Section 13 or 15(d) of the Securities Act of 1934, as amended, (b) and
"investment company" within the meaning of the Investment Company Act of 1940,
as amended, or (c) a development stage company that either has no specific
business plan or purpose or has indicated that its business plan is to engage in
a merger or acquisition with an unidentified company or companies or other
entity or person.

The Company relied upon the Arizona Code Section 44-1844(6) for several
transactions. The facts upon which the Company relied are that the transaction
was incident to a statutory or judicially approved reorganization, merger,
triangular merger, consolidation, or sale of assets, incident to a vote by
securities holders pursuant to the articles of incorporation, the applicable
corporate statute or other controlling statute, a partnership agreement or the
controlling agreement among securities holders, (the "Arizona 504 Exemption").

The Company relied upon Section R14-4-126 of the Arizona Revised Statutes
for several transactions. The facts relied upon to make the Arizona Exemption
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
"Arizona 506 Exemption").

The Company relied upon Section 25102(f) of the California Code for several
transactions. The facts upon which the Company relied are (i) that the sales
were made to not more than 35 non- accredited investors, including persons not
in California, (ii) the purchasers had the capacity to protect their own
interests, (iii) the purchasers had a pre-existing relationship with the issuer
or investment sophistication, (iv) the purchasers were purchasing for investment
purposes and not for resale, (v) the offer to sell was not accomplished by an
advertisement, (vi) a manually signed Form D was filed with the Commission,
(vii) a Consent to Service of Process was filed with the Commission, and (viii)
the appropriate fee, calculated by the amount of securities proposed to be sold,
was submitted to the Commission, (the "California 504 Exemption").

The Company relied upon Section 25102.1 of the California Code for several
transactions. The facts relied upon to make the California Exemption 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 "California 506 Exemption").

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

The Company relied upon Section 451.802(B)(9) of the Michigan Code for
several transactions. In each instance, such reliance is based on the following:
(I) the issuer shall exercise reasonable care to assure that purchasers do not
resell the securities including making a reasonable inquiry to determine if the
purchaser is acquiring the securities for his own account or on behalf of
another person may then be considered another purchaser, placing a legend on the
certificate stating that the securities have not been registered under the Act
and setting forth the restrictions on transferability of the securities, issuing
stop transfer instructions to the issuer's transfer agent, and obtain a signed
agreement from the purchaser that the securities will not be transferred without

<PAGE>

registration under the act or exemption therefrom; (II) the offer to sell was
not accomplished by an advertisement or solicitation; (III) a commission is not
paid or given for soliciting any purchaser in Michigan, except to a registered
broker-dealer, which shall be fully disclosed in writing to each prospective
purchaser , and the broker-dealer must file a confidential report of the
offering within 30 days after initiation of the offering in Michigan and every
90 days thereafter until the final report of completion of the offering; (IV)
each sale in the offering meets one of the following: (a) the sales were to not
more than 25 persons in Michigan in the initial 12 month period, (b) sales were
to not more than 15 persons in Michigan every subsequent 12 month period, (c)
the issuer shall provide to all such offerees at least 48 hours before a sale
(i) a disclosure of all proceeds to be received from the offering, (ii) a
disclosure of the current financial condition of the company, (iii) direct or
indirect compensation or remuneration to be received by a promoter; (iv)
disclosure of the form, date, and jurisdiction under which formed, and nature of
the business of the issuer, (v) disclosure of the kind and amount of securities
to be offered and the offering price or method by which the offering price is
computed, (vi) stating that each investor may inspect the books and records of
the issuer; (vii) stating that the issuer shall call an informational meeting of
all investors upon request by 25% in interest, (viii) stating that the issuer
shall agree to maintain a list of names and addresses of all investors in the
entity available to any investor, (ix) stating that the issuer shall provide all
investors with a detailed written statement of the application of the proceeds
of the offering within 6 months after commencement of the offering or upon
completion, whichever comes first, and with annual current balance sheets and
income statements to investors thereafter; or (V) the sales were not to more
than 35 persons in Michigan within any 12 month period, if all of the following
are met: (a) the offeror files an exemption application, and offering circular,
and an appropriate fee, (b) the administrator must make a finding that the
offering is consistent with Section 306, (c) the offering circular is delivered
to each purchaser at least 48 hours before the sale to the purchaser; or (VI)
the sale was to an individual who after the purchase has an investment of
$50,000 or more in the securities of the issuer, has either personal income
before taxes in excess of $100,000 for the last fiscal year or latest 12 month
period and is capable of bearing the economic risk, or has a net worth in excess
of $1,000,000 and has such knowledge and experience in financial and business
matters that he or she is capable of evaluating the merits and risks of the
prospective investment, (the "Michigan 504 Exemption").

The Company relied upon Rule 803.7 and Section 402(b)(21) of the Michigan
Uniform Securities Act for several transactions. 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 not later than 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 "Michigan 506
Exemption").

<PAGE>

The Company relied upon Nevada Code Section 90.530(11) for several
transactions. In each instance, such reliance is based on the following: the
transaction was part of an issue in which (a)there were no more than 25
purchasers in Nevada, other than those designated in subsection 10, during any
twelve (12) consecutive months; (b) no general solicitation or general
advertising was used in connection with the offer to sell or sale of the
securities; (c) no commission or other similar compensation was paid or given,
directly or indirectly, to a person, other than a broker-dealer licensed or not
required to be licensed under this chapter, for soliciting a prospective
purchaser in Nevada; and (d) one of the following conditions was satisfied: (1)
the seller reasonably believed that all the purchasers in Nevada, other than
those designated in subsection 10, were purchasing for investment; or (2)
immediately before and immediately after the transaction, the Company reasonably
believed that its securities were held by fifty (50) or fewer beneficial owners,
other than those designated in subsection 10, and the transaction was part of an
aggregate offering that did not exceed $500,000 during any twelve (12)
consecutive months, (the "Nevada Exemption").

The Company relied upon Section 21.20.320(14) of the Washington Code for
several transactions. The facts upon which the Company relied are that the
transaction was incident to a right of conversion or a statutory or judicially
approved reclassification, recapitalization, reorganization, quasi
reorganization, stock split, reverse stock split, merger, consolidation or sale
of assets, (the "Washington 504 Exemption").

The Company relied upon Section 460-44A-506 of the Washington Code for
several transactions. 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 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 "Washington 506 Exemption").

In February 1997, prior to its acquisition of LLBA, the Company sold
1,100,000 shares of its unrestricted Common Stock to sixty eight (68)
individuals for a total of $11,000. For such offering, the Company relied upon
Section 3(b) of the Act, Rule 504, the Florida Exemption, the Nevada Exemption,
Section 48-2-103(b)(4) of the Tennessee code and Section 5[581-5] I(c) of the
Texas code. No state exemption was necessary for the sales made to Canadian or
French investors. See Part II, Item 4. "Recent Sales of Unregistered
Securities."

The Company relied upon Section 48-2-103(b)(4) of the Tennessee Code for
this transaction. The facts upon which the Company relied in Tennessee are as
follows: (A) The aggregate number of persons in Tennessee purchasing the
securities from the Company and all affiliates of the Company pursuant to this
exemption during the twelve month period ending on the date of such sale did not
exceed fifteen (15) persons, exclusive of persons who acquired the securities in
transactions which were not subject to this exemption or which were otherwise
exempt from registration under the provisions of this exemption or which have
been registered pursuant to Sec. 48-2-105 or Sec. 48-2- 106. (B) The securities
were not offered for sale by means of publicly disseminated advertisements or
sales literature; and (C) All purchasers in Tennessee purchased such securities
with the intent of holding such securities for investment for their own accounts
and without the intent of participating directly or indirectly in a distribution
of such securities.

<PAGE>

The Company relied upon Section 5[581-5]I(c) of the Texas Code for this
transaction. The facts upon which the Company relied in Texas are as follows:
The sale during the period of twelve (12) months ending with the date of the
sale in question was to not more than fifteen (15) persons and such persons
purchased such securities for their own account and not for distribution.

In March 1998, the Company entered into a share exchange agreement with
LLBA and its shareholders, whereby LLBA became a wholly-owned subsidiary of the
Company. The exchange was made whereby the Company issued 8,900,000 shares of
its restricted Common Stock to the shareholders of LLBA for all of the issued
and outstanding stock of LLBA. This offering was conducted pursuant to Section
4(2) of the Act, Rule 506; the Arizona 506 Exemption and the Washington 506
Exemption.

Between June 1998 and April 1999, the Company sold 97,103 shares of its
unrestricted Common Stock and 20,200 shares of its restricted Common Stock for a
total of $117,303. For such offering the Company relied upon Section 3(b) of the
Act and Rule 504, Section 4(2) of the Act and Rule 506, the Arizona 504
Exemption, the California 504 Exemption, Section 11-51-308(1)(j) of the Colorado
Code, the Florida Exemption, Section 10-5-9(13) of the Georgia Code, Section 4
[5/4] G of the Illinois Code, Section 402(b)(9) of the Massachusetts Code, the
Michigan 504 Exemption, Section .1205 of the North Carolina Code, and the
Washington 504 Exemption. The reason for the restricted stock is that Washington
and Arizona state law required the restrictive legend. See Part II, Item 4.
"Recent Sales of Unregistered Securities."

The Company relied upon Section 11-51-308(1)(j) of the Colorado Code for
this transaction. The facts upon which the Company relied are: (i) the offering
was directed to not more than twenty (20) persons in Colorado; (ii) the
securities were sold to not more than ten (10) buyers in Colorado; (iii) all
purchasers represented that they purchased for investment; (iv) no commission or
other remuneration was paid or given for soliciting any prospective buyer in
Colorado.

The Company relied upon Geogia Code Section 10-5-9(13) for this
transaction. Such reliance is based on 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 Company relied upon Section 4 [5/4] G of the Illinois Code for this
transaction. Such reliance is based on the following: (i) all sales have been
made within the preceding 12 month period, and the sales were made to not more
than 35 non-accredited investors, or the offer to sell involved an aggregate
sales price of not more than $1,000,000, (ii) the offer to sell was not
accomplished by an advertisement, (iii) no commission, discount, or other
remuneration exceeding 20% of the sale price was paid on account of such sales
(iv) a manually signed Form D was filed with the Commission, (v) a Consent to
Service of Process was filed with the Commission, and (vi) the appropriate fee,
calculated by the amount of securities proposed to be sold, was submitted to the
Commission.

<PAGE>

The Company relied upon Section 402(b)(9) of the Massachusetts Code for
this transaction. Such reliance is based on the following: (i) the sale was to
not more than 25 persons in Massachusetts in any 12 month period, (ii) the
seller reasonably believes that the purchasers are purchasing for investment,
(iii) if the sale involves a commissioner other remuneration for soliciting any
prospective buyer, a notice is filed with the secretary at least five full
business days before the offer.

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 Section 4(2)
of the Act, Rule 506, the California 506 Exemption and Section 10-5-9 (13) of
the Georgia Code.

<PAGE>

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 the 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 Section 4(2) of the Act, Rule 506, Section 8-6-11 of the
Alabama Code, the Arizona 506 Exemption, the California 506 Exemption, Section
10-5-9 (13) of the Georgia Code, the Michigan 506 Exemption, Section .1205 of
the North Carolina Code, Sec. 48- 2-125 of the Tennessee Code, the Washington
506 Exemption, and Section 17-4-114 of the Wyoming Code.

The Company relied upon Section 8-6-11 of the Alabama Code of 1975, as
amended for this transaction. The facts relied upon to make the Alabama
Exemption include the following: (i) the sale was to not more than 10 persons
within a 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.

<PAGE>

The Company relied upon Rule .1205 of the North Carolina Code for this
transaction. Such reliance is based on 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 Company relied upon Section. 48-2-125, as interpreted by Rule
0780-4-2-.11 of the Tennessee Securities Act of 1980 for this transaction. 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 Company relied upon Section 17-4-114 of the Wyoming Code for this
transaction. The facts relied upon to make the Wyoming Exemption 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.

Item 5. Indemnification of Directors and Officers

The Company's Articles of Incorporation provide that: To the fullest extent
permitted by law, no director or officer of the Corporation shall be personally
liable to the Corporation or its

<PAGE>

shareholders for damages for breach of any duty owed to the Corporation or its
shareholders. In addition, the Corporation shall have the power, in its Bylaws
or in any Resolution of its stockholders or directors, to undertake to indemnify
the officers and directors of this Corporation against any contingency or peril
as may be determined to be in the best interests of this Corporation, and to
procure policies of insurance at this Corporation's expense.

The Company's Bylaws provide that: The Corporation hereby indemnifies each
person (including the heirs, executors, administrators, or estate of such
person) who is or was a director or officer of the Corporation to the fullest
extent permitted or authorized by current or future legislation or judicial or
administrative decision against all fines, liabilities, costs and expenses,
including attorneys' fees, arising out of his or her status as a director,
officer, agent, employee or representative. The foregoing right of
indemnification shall not be exclusive of other rights to which those seeking an
indemnification may be entitled. The Corporation may maintain insurance, at its
expense, to protect itself and all officers and directors against fines,
liabilities, costs and expenses, wither or not the Corporation would have the
legal power to indemnify them directly against such liability.

The Nevada Revised Statutes provide that: (1) A corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he reasonably
believes to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order settlement, conviction or upon plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believes to
be in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful and (2) A corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner which he reasonably
believes to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of

<PAGE>

competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitles to
indemnify for such expenses as the court deems proper.

To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

The statutes also provide that any discretionary indemnification under NRS
78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made: (1) by the
stockholders; (2) by the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding;
(3) if a majority vote of a quorum consisting of directors who were not parties
to the action, suit or proceeding so orders, by independent legal counsel in a
written opinion; or (4) if a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.

The articles of incorporation, the bylaws or an arrangement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsequent do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (1) does not exclude any other rights to which
a person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his office,
except that indemnification, unless ordered by a court pursuant to NRS 78.7502
or for the advancement of expenses made pursuant to subsection 2, may not be
made to or on behalf of any director if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action and (2) continues
for a person who has ceased to be a director, officer, employee or agent and
inures to the benefit of the heirs, executors and administrators of such a
person.

PART F/S

The Financial Statements of L.L. Brown International, Inc. required by
Regulation S-X commence on page F-1 hereof in response to Part F/S of this
Registration Statement on Form 10-SB and are incorporated herein by this
reference.

<PAGE>

L.L. Brown International, Inc.
Consolidated Financial Statements
December 31, 1999 & 1998

George Stewart, CPA

<PAGE>

L.L. Brown International, Inc.

INDEX
Page
Independent Auditor's Report...................................................1
Consolidated Financial Statements
Balance
sheets................................................................2
Statements of operations..............................................3
Statements of stockholders' equity (deficit)..........................4
Statements of cash flows..............................................5
Notes to financial statements.......................................6-9

<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, 1999 and 1998, 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, 1999 and 1998, and the consolidated
results of its operations and its cash flows for the year ended, in conformity
with generally accepted accounting principles.

/s/ George Stewart

May 24, 2000

<PAGE>

L.L. Brown International, Inc.
Consolidated Balance Sheets
December 31, 1999 and 1998

ASSETS
1999 1998
---- ----
Current Assets
Cash and cash equivalents $ 936 $ 972
Accounts receivable 71,882 26,773
Inventory 81,923 21,125
Deposits 7,854 7,854
------------------ ---------------

Total current assets 162,595 56,724
------------------ ---------------

Property and Equipment, net 34,029 35,883
------------------ ---------------

Other Assets
Due from Stockholders 7,360 14,944
------------------ ---------------

TOTAL ASSETS $ 203,983 $ 107,551
================== ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Bank Overdrafts $ 17,831 $ -
Accounts Payable 174,772 207,641
Notes Payable 25,020 26,362
Accrued payroll and business taxes 37,567 22,000
Current maturities of long-term debt 35,005 32,500
------------------ ---------------

Total current liabilities 290,195 288,503
------------------ ---------------

Long term Debt, less current maturities 76,398 110,754
------------------ ---------------

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, 10,465,303 shares issued and outstanding
in 1999, 10,183,968 shares issued and
outstanding in 1998 10,466 10,184
Additional paid-in capital 179,719 150,249
Accumulated deficit (352,795) (452,139)
------------------ ---------------

Total Stockholders' Equity (162,610) (291,706)
(Deficit)
------------------ ---------------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY(DEFICIT) $ 203,983 $ 107,551

================== ===============
</TABLE>

See notes to consolidated financial statements

<PAGE>

<TABLE>
<CAPTION>
Page 2

L.L. Brown International, Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 1999 and 1998

1999 1998
---- ----

Revenues $ 786,584 $ 374,684
------------------ ---------------

Expenses
General and administrative 87,430 136,816
Travel 92,843 135,888
Commissions and selling 201,434 114,349
Salaries and wages 89,071 93,601
Cost of products and shipping 45,602 83,785
Office and equipment rent 70,808 71,798
Outside services 36,363 23,680
Taxes and licenses 14,443 19,801
Depreciation 20,877 18,655
------------------ ---------------

658,872 698,373
------------------ ---------------

Income(Loss) on Operations 127,712 (323,689)

Interest expenses 28,368 22,756
------------------ ---------------

Net Income (Loss) before Income 99,344 (346,445)
Taxes

Income Taxes - -

Net Income (Loss) $ 99,344 $ (346,445)
================== ===============

Net Income(Loss) per share - basic and $ 0.01 $ (0.03)
diluted:

Weighted Average Basic shares Outstanding 10381678 10088159

See notes to consolidated financial statements

</TABLE>

<PAGE>

Page 3

L.L. Brown International, Inc.
Consolidated Statements of Stockholders' Equity(Deficit)
For the Years Ended December 31, 1999 and 1998

Additional
Common Stock paid - in Accumulated
Beginning Balance Shares Amount capital Deficit Total
December 31, 1997 1100000 $ 1,100 (105,694) $ (104,594)

Shares issued in
acquisition 8900000 8,900 $ 1,000 9,900

Shares Purchased 183968 184 149,249 149,433

Net Income(Loss) (346,445) (346,445)

Ending Balance
December 31, 1998 10183968 $ 10,184 150,249 $ (452,139) $ (291,706)
=====================================================================================

Additional
Common Stock paid - in Accumulated
Beginning Balance Shares Amount capital Deficit Total
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 252 252

Net Income(Loss) 99,344 99,344

Ending Balance
December 31, 1999 10465303 $ 10,466 179,719 $ (352,795) $ (162,610)
=====================================================================================
</TABLE>
See notes to consolidated financial statements

<PAGE>

Page 4
L.L. Brown International, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 1999 and 1998

Cash flows from operating activities 1999 1998
----

Net Income (Loss) $ 99,344 $ (346,445)
------------------ ---------------

Adjustments to reconcile net loss
used in operating activities
Depreciation 20,877 18,655
Stock issued in Lieu of Cash 252 -
Compensation
Changes in operating assets and liabilities
Accounts receivable (45,109) 86,041
Inventory (60,798) 9,196
Deposits - (2,038)
Accounts payable (32,869) 109,653
Accrued liabilities 15,567 (125,313)
------------------ ---------------

Total adjustments (102,080) 96,194
------------------ ---------------

Net cash provided (used) in operating (2,736) (250,251)
activities
------------------ ---------------

Cash flows from financing activities
Proceeds from issuance of long-term debt - 123,099
Proceeds from issuance of common stock 29,500 149,433
Bank Overdrafts 17,831 -
Net borrowings(payments) on notes payable (1,342) 26,362
Principal payments on long-term debt (31,850) (7,920)
Net advances to stockholders 7,584 (28,363)
------------------ ---------------

Net cash provided by financing activities 21,723 262,611
------------------ ---------------

Cash Flows from Investing Activities
Purchases Property & Equipment (19,023) -
------------------ ---------------
------------------ ---------------

Net increase in cash (36) 12,360

Cash at Beginning of Year 972 (11,388)
------------------ ---------------

Cash at End of Year $ 936 $ 972
================== ===============

Supplemental disclosures of cash flow information
Cash paid during the period for Interest $ 28,368 $ 22,756
================== ===============
</TABLE>

See notes to consolidated financial statements

<PAGE>

Page 5

L.L. Brown International, Inc.
Notes to Consolidated Financial Statements
December 31, 1999 & 1998

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

<PAGE>

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 are
written off at the time they become uncollectiable.

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.

<PAGE>

Page 6

L.L. Brown International, Inc.
Notes to Consolidated Financial Statements
December 31, 1999 & 1998

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:

1999 1998
---- ----

Office Equipment $ 84,058 $ 70,399
Furniture & Fixtures 45,122 39,758
Vehicles 29,740 29,740
Leasehold improvements 6,227 6,227
------------ -----------

Less: Accumulated depreciation & amortization $165,147 $146,124
(131,118) ( 110,241)
--------- ---------

$ 34,029 $ 35,883
========== ==========

<PAGE>

Page 7

L.L. Brown International, Inc.
Notes to Consolidated Financial Statements
December 31, 1999 & 1998

Note 4 - Notes Payable
<TABLE>
<CAPTION>

<S> <C> <C>
Notes payable to banks consisted of the following: 1999 1998
---- ----

The Company is obligated under a demand note payable to $ 10,000 $ 10,000
a bank on which interest accrues at 9.75%. The note is secured
by substantially all trade receivables, inventory and equipment.

A line of credit under which the Company may borrow up to $ 15,020 $ 16,362
$15,000, is payable to a bank in interest only installments at 14.5%.
.
$ 25,020 $ 26,362
======== ========

Note 5 - Long-term Debt

Long-term debt consists of the following:

1999 1998
---- ----
Note payable to a bank in monthly installments of $548 including
interests at 9.75%, due December 2001, secured by automobile $ 12,073 $ 17,150

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 $ 99,330 $ 126,104

$111,403 $ 143,254
------------ ----------
Less current maturities $ 35,005 $ 32,500

Long-term debt, less current maturities $ 76,398 $ 110,754
============ ==========
</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,
2000 $ 35,005
2001 $ 39,290
2002 $ 37,108
---------
$ 111,403

Note 6 - Advertising

Advertising costs are charged to operations when incurred, which amounted to
$2,069 for 1999 and $ 9,700 for 1998.

<PAGE>

Page 8

L.L. Brown International, Inc.
Notes to Consolidated Financial Statements
December 31, 1999 & 1998

Note 7 - Federal Income Taxes

At December 31, 1999 and 1998, the Company had net operating loss carryforwards
of approximately $350,000 and $450,000 respectively, expiring in year 2013. The
amount recorded as deferred tax assets as of December 31, 1999 and 1998 was
approximately $ 130,000 and $150,000 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 $130,000 and $150,000 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,
2000 $ 64,106
2001 64,106
2002 55,920
2003 55,920
------

$ 240,052
===================

Note 9 - Acquisitions

Effective March 14, 1998 the Company issued 8,900,000 shares of its common stock
for all the outstanding shares of L.L. Brown & Associates, Inc., a Washington
company. L.L. Brown & Associates is an educational corporation that designs
curriculum and programs which are intended to teach people how to make positive
changes in their lives. Based upon the estimated fair market value of L.L. Brown
International's stock ($ .001 per share), the total purchase consideration of
the Company was approximately $ 9,900. The acquisition was accounted for using
the purchase method with the purchase price allocated to the acquired assets and
liabilities based on their respective estimated fair value at the acquisition
date. Such allocations were based on evaluations and estimations. The purchase
allocation is summarized as follows:

Current Assets $ 231,019
Property and Equipment 53,403
Current Liabilities (251,684)
Long-Term Liabilities (22,838)
-------

$ 9,900
-------

Note 10 - Related Party Transactions

The Company had advances of $ 7,360 and $ 14,944 to the Vice President as of
December 31, 1999 and 1998 respectively.

<PAGE>
Page 9

L.L. Brown International, Inc.
Consolidated Financial Statements
June 30, 2000 & 1999

George Stewart, CPA

<PAGE>

L.L. Brown International, Inc.

INDEX

Page
Accountant's Report............................................................1
Consolidated Financial Statements
Balance sheets........................................................2
Statements of operations..............................................3
Statements of stockholders' equity (deficit)..........................4
Statements of cash flows..............................................5
Notes to financial statements.......................................6-9

George Stewart, CPA

<PAGE>

L.L. Brown International, Inc.
Consolidated Balance Sheets
June 30, 2000 and 1999

ASSETS
2000 1999
---- ----
Current Assets

Cash and cash equivalents $ 4,342 $ 20
Accounts receivable 153,084 135,186
Inventory 81,923 21,125
Deposits 7,854 7,854
----------------- ---------------

Total current assets 247,203 164,184
----------------- ----------------

Property and Equipment, net 26,098 33,156
----------------- ----------------

Other Assets
Due from Stockholders 6,387 9,644
----------------- ----------------

TOTAL ASSETS $ 279,688 $ 206,984
================= ================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

Bank Overdrafts $ 21,543
Accounts Payable 160,549 174,560
Notes Payable 23,104 24,876
Accrued payroll and business taxes 52,506 33,396
Current maturities of long-term debt 35,005 32,500
----------------- ----------------

Total current liabilities 271,164 286,874
----------------- ----------------

Long term Debt, less current maturities 59,764 93,044
----------------- ----------------

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, 10,465,303 shares issued and outstanding
in 1999, 10,183,968 shares issued and
outstanding in 1998 10,575 10,338
Additional paid-in capital 188,210 174,725
Accumulated deficit (250,026) (357,997)
----------------- ----------------

Total Stockholders' Equity (Deficit) (51,241) (172,935)
----------------- ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) $ 279,688 $ 206,984
================= ================

See accompanying notes and accountant's report
</TABLE>

<PAGE>

Page 2
L.L. Brown International, Inc.
Consolidated Statements of Operations
For the Six Months Ended June 30, 2000 and 1999

<S> <C> <C>
2000 1999
---- ----

Revenues $ 527,709 $ 430,335

Cost of Sales 209,100 $ 170,635
----------------- ----------------

Gross Profit 318,608 259,700

General & Administrative $ 197,882 $ 150,092

----------------- ----------------

Income(Loss) on Operations 120,727 109,608

Interest expenses 17,957 15,466
----------------- ----------------

Net Income (Loss) before Income Taxes 102,769 94,142

Income Taxes - -

Net Income (Loss) $ 102,769 $ 94,142
================= ================

Net Income(Loss) per share - basic and diluted: $ 0.01 $ 0.01

Weighted Average Basic shares Outstanding 10534185 10308303
</TABLE>

See accompanying notes and accountant's report

<PAGE>

Page 3

L.L. Brown International, Inc.
Consolidated Statements of Stockholders' Equity(Deficit)
For the Six Months Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>

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

Shares Purchased 24500 25 $ 24,476 24,501

Shares Issued as
Compensation(value$0.001) 129335 129 129

Net Income(Loss) 94,142 94,142

Ending Balance
June 30, 1999 10337803 $ 10,338 $ 174,725 $ (357,997) $ (172,935)
===================================================================================

Additional
Common Stock paid - in Accumulated
Beginning Balance Shares Amount capital Deficit Total
December 31, 1999 10465303 $10,466 $179,719 ($352,795) $ (162,610)

Shares Purchased 8500 9 8,491 8,500

Shares issued as
Compensation(value $0.001) 99606 100 100

Net Income(Loss) 102,769 102,769

Ending Balance
June 30, 2000 10573409 $10,575 $188,210 ($250,026) $ (51,241)
===============================================================================================
</TABLE>

See accompanying notes and accountant's report

<PAGE>

Page 4

L.L. Brown International, Inc.
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>

Cash flows from operating activities 2000 1999
----
Net Income (Loss) $ 102,769 $ 94,142
---------------- --------------

Adjustments to reconcile net loss
used in operating activities
Depreciation 7,932 9,485
Stock issued in Lieu of Cash Compensation 100 130
Changes in operating assets and liabilities
Accounts receivable (81,202) (108,413)
Inventory - -
Deposits - -
Accounts payable (14,223) (33,081)
Accrued liabilities 14,938 11,396
----------------- ----------------

Total adjustments (72,455) (120,483)
----------------- ----------------

Net cash provided (used) in operating activities 30,315 (26,342)
----------------- ----------------

Cash flows from financing activities
Proceeds from issuance of long-term debt
Proceeds from issuance of common stock 8,500 24,501
Bank Overdrafts (17,831) 21,543
Net borrowings(payments) on notes payable (1,916) (1,486)
Principal payments on long-term debt (16,634) (17,710)
Net advances to stockholders 973 5,300
----------------- ----------------

Net cash provided by financing activities (26,908) 32,148
----------------- ----------------

Cash Flows from Investing Activities
Purchases Property & Equipment (6,759)
----------------- ----------------

Net increase in cash 3,406 (952)

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

Cash at June 30 $ 4,342 $ 20
================= ================

Supplemental disclosures of cash flow information

Cash paid during the period for Interest $ 17,957 $ 15,466
================= ================
</TABLE>

See accompanying notes and accountant's report

Page 5

<PAGE>

Page 1

L.L. Brown International, Inc.
Notes to Consolidated Financial Statements
June 30, 2000 & 1999

Note 1 - Organization

Note 2 - Summary of Significant Accounting Policies

Principles of consolidation

Accounts Receivable

Accounts receivable consists primarily of trade receivables, bad debts are
written off at the time they become uncollectiable.

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.

<PAGE>

Federal income tax

Page 6

L.L. Brown International, Inc.
Notes to Consolidated Financial Statements
June 30, 2000 & 1999

Property and equipment

Management's Estimates and Assumptions

<PAGE>

Revenue Recognition

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

Stock-based Compensation

Note 3 - Property and Equipment

The following is a summary of property and equipment, at cost:
2000 1999
---- ----

Office Equipment $ 84,058 $ 71,793
Furniture & Fixtures 45,122 45,122
Vehicles 29,740 29,740
Leasehold improvements 6,227 6,227
------------ -----------

Less: Accumulated depreciation & amortization $165,147 $152,882
(139,049) ( 119,726)
--------- ---------

$ 26,098 $ 33,156
========== ==========

Page 7

L.L. Brown International, Inc.
Notes to Consolidated Financial Statements
June 30, 2000 & 1999
<S> <C> <C>

Note 4 - Notes Payable

Notes payable to banks consisted of the following: 2000 1999
---- ----

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
A line of credit under which the Company may borrow up to $ 13,104 $ 14,876
$15,000, is payable to a bank in interest only installments at 14.5%.
.
$ 23,104 $ 24,876
======== ========

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 $ 9,388 $ 14,664

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 $ 85,381 $110,880

$ 94,769 $125,544
------------- ----------
Less current maturities $ 35,005 $ 32,500

Long-term debt, less current maturities $ 59,764 $ 93,044
============= ===========
</TABLE>

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

Year ended June 30,
2001 $ 37,148
2002 38,199
2003 18,554
---------

93,901
=========

Note 6 - Advertising

Advertising costs are charged to operations when incurred, which amounted to
$9,628 for 2000 and $1,129 for 1999.

Page 8

<PAGE>

L.L. Brown International, Inc.
Notes to Consolidated Financial Statements
June 30, 2000 & 1999

Note 7 - Federal Income Taxes

At June 30, 2000 and 1999, the Company had net operating loss carryforwards of
approximately $350,000 and $450,000 respectively, expiring in year 2013. The
amount recorded as deferred tax assets as of June 30, 2000 and 1999 was
approximately $ 130,000 and $150,000 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 $130,000 and $150,000 against this deferred tax asset.

Note 8 - Commitments

Year ended June30,
2001 $ 64,106
2002 60,013
2003 55,920
2004 27,960

$ 207,999
=========

Note 9 - Acquisitions

Current Assets $ 231,019
Property and Equipment 53,403
Current Liabilities (251,684)
Long-Term Liabilities (22,838)
-------
$ 9,900

Note 10 - Related Party Transactions

The Company had advances of $ 6,387 and $ 9,644 to the Vice President as of June
30, 2000 and 1999 respectively.

Page 9

<PAGE>

PART III

Item 1. Index to Exhibits

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

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

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

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

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

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

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

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

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

10.4 * Production Agreement between KBDI and Lester Brown dated September 1998.

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

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

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

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

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

</TABLE>

<PAGE>

27.1 * Financial Data Schedule.
----------------

(* Filed herewith)

Item 2. Description of Exhibits

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

<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

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

Date: 11/09/2000 By:/s/ Carolyn Scott Brown
Carolyn Scott Brown, President

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