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


                          FORM 8-K

                      CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): October 31, 2005



                         Lawrence Consulting Group, Inc.
             (Exact name of registrant as specified in its charter)

  Delaware                          000-50956                     20-0653570
---------------------------      ------------------------     -----------------
 (State or other jurisdiction     (Commission File Number)    (I.R.S. Employer
   of incorporation)                                         Identification No.)




                        445 Central Avenue, Suite 305,
                         Cedarhurst, New York  11516
                       ------------------------------------------
                        (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:      (516) 374 5392

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[    ]   Written communications  pursuant to Rule 425 under the Securities Act
         (17CFR 230.425)

[    ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
        CFR 240.14a-12)

[    ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
        Exchange Act (17 CFR 240.14d-2(b))

[    ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
        Exchange Act (17 CFR 240.13e-4(c))

<PAGE>



Item 1.01  Entry into Definitive Material Agreement

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

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

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

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

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

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

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

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

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

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

Section 9.01 Financial Statements and Exhibits.

         (d)      Exhibits

     2.  Agreement  and plan of  reorganization  dated  October 31, 2005, by and
among the Company,  Plaza  Acquisition  Corp.,  Plaza Consulting Group, Inc. and
Elizabeth Plaza. The exhibits and schedules are listed in the agreement and will
be provided to the Commission on request.


<PAGE>



                                   SIGNATURES

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


                                            LAWRENCE CONSULTING GROUP, INC.
                                                    (Registrant)


Date: November 3, 2005                     /s/ Dov Perlysky
                                     ---------------------------------------
                                               Dov Perlysky
                                               Chief Executive Officer
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C. 20549

                          FORM 8-K

                      CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): October 31, 2005

                         Lawrence Consulting Group, Inc.
             (Exact name of registrant as specified in its charter)

  Delaware                          000-50956                     20-0653570
---------------------------      ------------------------     -----------------
 (State or other jurisdiction     (Commission File Number)    (I.R.S. Employer
   of incorporation)                                         Identification No.)

                        445 Central Avenue, Suite 305,
                         Cedarhurst, New York  11516
                       ------------------------------------------
                        (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:      (516) 374 5392

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[    ]   Written communications  pursuant to Rule 425 under the Securities Act
         (17CFR 230.425)

[    ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
        CFR 240.14a-12)

[    ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
        Exchange Act (17 CFR 240.14d-2(b))

[    ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
        Exchange Act (17 CFR 240.13e-4(c))
Item 1.01  Entry into Definitive Material Agreement

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

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

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

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

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

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

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

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

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

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

Section 9.01 Financial Statements and Exhibits.

         (d)      Exhibits

     2.  Agreement  and plan of  reorganization  dated  October 31, 2005, by and
among the Company,  Plaza  Acquisition  Corp.,  Plaza Consulting Group, Inc. and
Elizabeth Plaza. The exhibits and schedules are listed in the agreement and will
be provided to the Commission on request.
SIGNATURES

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

                                            LAWRENCE CONSULTING GROUP, INC.
                                                    (Registrant)

Date: November 3, 2005                     /s/ Dov Perlysky
                                     ---------------------------------------
                                               Dov Perlysky
                                               Chief Executive Officer