SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

         For fiscal year ended July 31, 2004 Commission File No. 0-05767


                        LINCOLN INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)


                 Kentucky                                       #61-0575092
      -------------------------------                          -------------
      (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                         Identification No.)


     641 Lexington Avenue, 25th Floor
              New York, New York                                    10022
 ----------------------------------------                           -----
 (Address of principal executive office)                          (Zip Code)


                                 (212) 421-1616
               --------------------------------------------------
               Registrant's telephone number, including area code


           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                    Name of each
                                                  exchange on which
     Title of each class                             registered
     -------------------                             ----------
            None                                        None


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

                          Common Stock (no-par) voting
                          ----------------------------
                                 Title of class


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this form.

YES [ ] NO [X]

<PAGE>


State issuer's revenues for its most recent fiscal year.

The Company had revenue of $337,506 in 2004, all from discontinued operations.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days.

Not applicable as no regular market exists for the common stock of Lincoln.

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of October 29, 2004.

                              COMMON (NO-PAR) 2,610

                       DOCUMENTS INCORPORATED BY REFERENCE

See Item 13 for complete list.

                                     PART I

ITEM 1: BUSINESS

Overview

Lincoln International Corporation ("Lincoln" or the "Company"), is a Kentucky
corporation that was incorporated in 1960. During the reporting period, the
Company was engaged in providing bookkeeping services to small and medium sized
businesses primarily in Louisville, Kentucky through its Accounting USA
division, and the rental of commercial office property located in Louisville,
Kentucky through its Rental Property division. In the first fiscal quarter ended
October 31, 2003, Lincoln sold its last rental property and discontinued
operations of the Rental Property division. On January 30, 2004, Lincoln
distributed to its stockholders its operating subsidiary, AUSA, Inc., containing
its Accounting USA division. On July 5, 2004, the Company's board of directors
authorized a distributive dividend which was paid on July 14, 2004. As of July
31, 2004, Lincoln was an empty shell. The discussion that follows relates to
operations that existed for a portion of the reporting period, but which had
been discontinued or distributed as of the end of the period.

Accounting USA

Accounting USA was founded in 1999 and provides accounting/bookkeeping services
for small to medium sized businesses primarily in the metropolitan area of
Louisville, Kentucky. Accounting USA has developed and provides Internet access
for its clients into its accounting platform. The business is not seasonal nor
is it dependant on any particular customers. Direct competition for the
outsourcing of the accounting/payroll business is to the belief of Lincoln
minimal in the Louisville, Kentucky metropolitan area. Many small to medium
sized businesses employ in-house personnel to perform the accounting/bookkeeping
responsibilities for their company. Some CPA firms and small bookkeeping firms
provide bookkeeping services for their clients although this is usually done on
a historical basis as compared with or contrasted to the services provided by
Accounting USA on a "real-time" basis. Accounting USA's core functions are:
accounts payable; accounts receivable; job cost; bank reconciliation; time and
billing; and financial statements. Accounting USA also provides numerous
customized financial reports to its clients. The primary market channels for
Accounting USA are direct sales and business referrals from banks, CPA's or
other businesses. The operating plan of Accounting USA has been to develop its
systems and services in the Louisville market and then to offer its services in
other metropolitan markets around the country. Management believes the services
of Accounting USA meets a unique market niche, particularly with the Internet
access available to its clients. Given that the outsourcing of
accounting/bookkeeping can save clients up to 40% of the cost of doing the same
service in-house, management believes that the outsourcing concept of Accounting
USA has potential for future expansion and growth. Accounting USA does not
replace the services performed by the client's CPA, such as tax preparation and
audits. Accordingly, CPA's often find the bookkeeping performed on behalf of
their client facilitates the provision of their professional services.


                                       2
<PAGE>

On January 30, 2004, Lincoln transferred the Accounting USA business to a newly
formed subsidiary, AUSA, Inc., and distributed all shares in AUSA, Inc. to its
shareholders. Lincoln has no commitments to provide any financial assistance or
support to the development efforts of Accounting USA.

Real Estate Operations

The Company's Rental Property division has been in the business of owning and
leasing commercial real estate including properties in Louisville, Kentucky
located at 2200, 2300, and 2211 Greene Way, and 11860 Capital Way. In recent
years, however, the Company has been liquidating its real estate portfolio and
on August 22, 2004, the Company sold the last remaining property and
discontinued operations of this division.

Developments During Fiscal 2004

Throughout the reporting period, the Company has been liquidating operations and
distributing its capital. Following are the principal transactions and events in
this process.

On August 8, 2003, the Company sold the remaining collateral securing its Note
Receivable for $8,000. The collateral was sold "as-is", without recourse, and
with indemnification by the purchaser in regard to any and all claims arising
including manufacturing defects. As of August 8, 2003, this transaction was
closed.

On August 12, 2003, the Company received a payment of $56,298 as the final
installment due for the purchase of its payroll client list under a Purchase and
Sale Agreement dated December 5, 2002. Currently, no further agreements or
obligations exist between the Company and the buyer except for a surviving
provision in the Purchase and Sale Agreement for the Company not to engage in
payroll preparation services through December 5, 2005.

On August 22, 2003, the Company sold its last remaining commercial office rental
property for $1,260,000 ($1,182,090 after closing fees, taxes and other
adjustments) and realized a net gain on the sale of $367,633. At the sale
closing, the Company paid off principal and interest of its first and second
mortgages against the property of $485,551 and $57,599, respectively. The
Company received net cash proceeds of $637,664. With this sale, the Company
discontinued operations in its Rental Property division. The Company realized a
loss of $66,469 representing the net costs to settle obligations related to this
operation, all of which were paid as of July 31, 2004.

In October 2003, certain shareholders representing 77% of the then-issued and
outstanding capital stock in the Company, entered into an agreement with a
third-party to acquire all of their shares subsequent to the removal of all
assets, liabilities, contracts and operations from the Company. This agreement
was terminated in July 2004.

On October 17, 2003, the Company settled the lawsuit it filed in October 2002
against former employees of the Company and a new company they formed to compete
with the Company's Accounting USA division. Terms of the settlement include the
return of 200 shares of Common Stock in the Company owned by a former officer,
as well as other agreements regarding non-solicitation of clients and
non-competition. The 200 shares surrendered to the Company were valued at
$72,000, or $360 per share, which was equal to the price used to sell and
repurchase shares in the 2003 reverse stock split transaction. These shares have
been retired. A non-operating gain of $72,000 was recorded in the first fiscal
quarter to account for this transaction.

On January 30, 2004, the Company transferred substantially all of its operating
assets with a net book value of $90,380 to its wholly-owned subsidiary, AUSA,
Inc. Thereafter, the Company declared a distributive dividend to its
stockholders of record on January 30, 2004 of all the shares of common stock of
AUSA, Inc. so that each stockholder of the Company received one share of AUSA,
Inc. common stock for each share of common stock of the Company owned by such
stockholder on January 30, 2004. Excluded from the assets transferred by the
Company to AUSA, Inc. were cash, securities and deposit account balances of
approximately $450,000, which were retained by the Company as well as
liabilities estimated to be approximately $33,000.

On April 28, 2004, the Company made a loan of $30,000 to AUSA, Inc. for general
corporate purposes. The loan was unsecured, accrued interest at an annual rate
of 5.0%, and was payable on demand. On July 7, 2004, Lincoln released AUSA, Inc.
from its obligation to repay this debt resulting in a write-off of $30,000 in
principal, plus accrued interest. The Company has no commitments to make
additional loans or advances to AUSA, Inc. in the future.


                                       3
<PAGE>


On June 29, 2004, Lincoln International Corporation received notice that Mr.
Thurman L. Sisney, its President, Treasurer and Chief Executive Officer, was
resigning, effective immediately. Mr. Sisney also resigned from the Board of
Directors. No reason was given for Mr. Sisney's resignations. The Board of
Directors then elected Richard Frockt, Chairman of the Board & Secretary, to the
additional position of President. Further, Kenneth Berryman, acting President of
AUSA, Inc., was elected Treasurer.

On July 5, 2004, the Board of Directors declared a cash dividend of $120.00 per
share on its Common Stock, no par value, payable to shareholders of record on
July 5, 2004. This dividend totaled $313,200 and was paid on July 14, 2004.

In July, 2004, the Board of Directors approved the sale of 50,000 shares of
Winebrenner Capital Partners, LLC back to Winebrenner Holding Corp. for $25,000
payable in five installments of $5,000 each. This note receivable was then
assigned to AUSA, Inc. as consideration for management and other services
provided by AUSA, Inc. during the year.

Developments Following the Close of Fiscal 2004

On August 6, 2004, certain shareholders representing 83.3% of the Company's
issued and outstanding shares sold their stock to a third party. The new
controlling shareholder has acquired the Common Stock of the Company as an
investment. In connection with the acquisition of the Common Stock all directors
and officers of the Company resigned and two designees selected by the new
principal owner were elected to the Board of Directors. The new Board of
Directors then elected two new officers who serve, respectively, as (a)
President and Secretary and (b) Treasurer and Assistant Secretary.

On September 27, 2004, the Company's principal shareholder agreed to make a
$25,000 loan to the Company for general corporate purposes. The note is payable
on demand, accrues interest at an annual rate of 9.0%, and is convertible into
218 shares of common stock. The agreement also includes a warrant to purchase
218 shares of common stock at a strike price of $114.94 per share for a period
of five years. The strike price equals the price per share paid in the August 6,
2004 stock purchase transaction which is believed to approximate fair market
value.

On October 20, 2004, a Schedule 14C Information Statement was filed by the
Company providing Notice of Action to be Taken by Written Consent of the
Stockholders. This action has been taken to authorize the merger of the Company,
a Kentucky corporation, into its wholly-owned subsidiary, Lincoln International
Corporation, a Delaware corporation, for the purpose of changing the state of
incorporation from Kentucky to Delaware.

Employees:

As of July 31, 2004, Lincoln had no employees.

ITEM 2: PROPERTIES

The properties owned or leased by Lincoln during the fiscal year ended July 31,
2004 are described below.

                  LINCOLN ADMINISTRATIVE AND EXECUTIVE OFFICES

Lincoln leased its sole executive offices through March 12, 2004. These offices
were located at 2300 Greene Way, Ste. 201, Louisville, KY 40220 The lease for
this location was for 1,858 square feet. The lease expired March 12, 2004 and
was not renewed by Lincoln.

Lincoln's former Accounting USA division leased approximately 2,268 square feet
of office space in an office building previously owned by the Company at 2211
Greene Way, Louisville, KY 40220. This lease was assumed by AUSA, Inc. in
January 2004 upon the spin-off of the Accounting USA division.


                                       4
<PAGE>

                                RENTAL PROPERTIES

During a portion of the first fiscal quarter of 2004, Lincoln owned the
commercial office property located at 2211 Greene Way, Louisville, KY 40220,
which it leased to various tenants for income, including its former Accounting
USA division. The building contains approximately 15,800 sq. feet. On August 22,
2003, the Company sold this property for $1,260,000 ($1,182,090 after closing
fees, taxes and other adjustments) and realized a net gain on the sale of
$367,633.

ITEM 3: LEGAL PROCEEDINGS

None.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                     PART II


ITEM 5: MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
        BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

There does not exist at the present time any regular market for any common stock
of Lincoln. As of October 29, 2004, the Company has 101 shareholders of record.
Historically the Company has not paid dividends to its stockholders. On January
30, 2004, Lincoln distributed to its shareholders all of its stock holdings in
AUSA, Inc., a wholly-owned subsidiary which held its Accounting USA business. On
July 5, 2004, Lincoln declared a dividend distribution of capital totaling
$313,200 which was paid on July 14, 2004. The Company has no equity compensation
plans.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

The preparation of our financial statements in accordance with accounting
principles generally accepted in the U.S. requires us to make estimates and
assumptions that affect the reported amounts of assets, liabilities, expenses
and interest income in our financial statements and accompanying notes. On an
ongoing basis, the Company evaluates its estimates, including those related to
contract agreements and investments. The Company bases its estimates on
historical experience and various other assumptions that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The following items in the
Company's financial statements require significant estimates and judgments.

GOING CONCERN: The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. As reflected in
the accompanying financial statements, the Company has incurred recurring net
losses and negative cash flows from operations over the prior two years which
raises substantial doubt about the Company's ability to continue as a going
concern. As more fully discussed in Notes A ("Nature of Business") and T to the
financial statements in ITEM 7, the Company has discontinued or sold all of its
operations with only certain accrued expenses remaining on the July 31, 2004
balance sheet. The financial statements do not include any adjustments that
might result from the Company not continuing as a going concern.

GOODWILL: Prior to August 1, 2002, goodwill was amortized on a straight-line
basis over five years. At July 31, 2002, goodwill, net of accumulated
amortization of $78,813, was $138,987. Beginning August 1, 2002, goodwill was no
longer amortized, but evaluated at least annually for impairment, and more
frequently under certain conditions.


                                       5
<PAGE>


ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS: Effective August 1, 2002,
the Company adopted Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." The Company
evaluated long-term assets for impairment and assesses their recoverability
based upon anticipated future cash flows. If facts and circumstances lead the
Company's management to believe that the cost of one of its assets may be
impaired, the Company will (a) evaluate the extent to which that cost is
recoverable by comparing the future undiscounted cash flows estimated to be
associated with that asset to the asset's carrying amount and (b) write-down
that carrying amount to market value or discounted cash flow value to the extent
necessary. As of July 31, 2003, the Company determined the carrying amount of
its assets to be equal to or less than market value and did not recognize an
impairment charge. However, management adopted a plan to sell certain of its
property as of February 2003. These assets were recorded as assets held for sale
on the balance sheet and no depreciation expense has subsequently been recorded
in 2003.


Fiscal Year Ended July 31, 2004 Compared to the Year Ended July 31, 2003

As of January 30, 2004, all commercial operations were liquidated or sold and
the Company's only operating activity was corporate administration. These costs
totaled $150,402 in 2004 compared with $115,633 in the prior year and consisted
primarily of various professional and other fees and corporate taxes. The
increase in fees in the current year resulted largely from costs associated with
the spin-off of the AUSA, Inc. subsidiary and the liquidation of operations. The
Company earned $4,757 in interest income in 2004 compared with interest income
of $2,641 a year ago as proceeds from the sale of rental property in the first
quarter of 2004 were used to pay off corporate debts and increase cash and money
market investments. Other income consisted of a $72,000 gain on the surrender of
common stock under a litigation settlement agreement and a gain of $31,230 on
the sale of securities. Other expense consisted of the write-off of a loan to
AUSA, Inc. (Lincoln's former Accounting USA division), together with accrued
interest thereon. The net loss from continuing operations decreased $70,699 to
$72,428 compared with a loss of $143,127 a year ago.

With the liquidation and distribution of the Rental Property and Accounting USA
division's, respectively, their operating results have been reclassified as
discontinued operations. For the year, the Company incurred a loss from
discontinued operations of $159,695 including a loss of $93,226 in the
Accounting USA division and $66,469 in the Rental Property division. This
compares with a loss of $271,788 a year ago which includes losses of $160,950 in
the Accounting USA division and $110,838 in the Rental Property division. The
decrease in the loss from discontinued operations was due to primarily to the
timing of the liquidations of the Rental Property division in early 2004 and the
Accounting USA division at the end of the second quarter. The operating loss
from discontinued operations was offset by a $367,633 gain on the sale of rental
property resulting in pretax income from discontinued operations of $207,938 in
2004. The Company paid $7,000 in local income taxes due to the taxable gain on
the sale of the rental property resulting in net income from discontinued
operations of $200,938.

The Company's net income increased $682,412 to $128,509 in 2004 compared with a
loss of $553,903 a year ago.

Inflation has not had any material impact during the last 2 years on net revenue
or income from operations. The Company has had no material benefit from
increases in its prices for services during the last two years.

LIQUIDITY AND CAPITAL RESOURCES

In 2004, Lincoln liquidated and distributed substantially all of its assets,
liabilities and operations and, therefore, only has expenses related to
maintaining the corporate shell on an ongoing basis. On September 27, 2004, the
Company's principal shareholder agreed to make a $25,000 loan to the Company for
general corporate purposes. The Company will require additional capital if it is
to meet its current and future obligations.

ACQUISITION OR DISPOSITION OF ASSETS

On August 8, 2003 the Company sold the remaining "bass boat" collateral securing
its Note Receivable for $8,000. The boat was sold "as-is" with no recourse to
the Company as well as an indemnification by the purchaser with regard to any
and all claims arising including manufacturing defects. The original borrower,
Admiralty Boats, filed bankruptcy within a year of the financing and a claim was
filed seeking to liquidate the boat collateral. The boats were placed with a
reputable dealer for liquidation.

As of July 31, 2003, the Company had provided for an allowance for doubtful
accounts totaling $72,062 against the gross asset balance of $80,062. No further
expense was recorded at the time of the sale, at which time, this transaction
was closed.


                                       6
<PAGE>


On August 22, 2003 the Company sold commercial property located at 2211 Greene
Way for $1,260,000. The Company received a written opinion from Walter Wagner,
Jr. Co., the real estate Company listing the property, concerning the
reasonableness of the sale and the "soft market" for commercial real estate in
the Louisville area, and particularly in the area of this commercial property.
As part of that transaction the Company paid off a $485,559 first mortgage and a
$57,599 second mortgage with Commonwealth Bank & Trust Co., Louisville, KY.
After closing fees and other adjustments, the Company recorded $637,664 in net
cash. The Company paid local taxes of $7,000 related to this sale.

On January 30, 2004, the Company transferred substantially all of its operating
assets to its wholly-owned subsidiary, AUSA, Inc. Thereafter, the Company
declared a distributive dividend to its stockholders of record on January 30,
2004 of all the shares of common stock of AUSA, Inc. so that each stockholder of
the Company received one share of AUSA, Inc. common stock for each share of
common stock of the Company owned by such stockholder on January 30, 2004.
Excluded from the assets transferred by the Company to AUSA, Inc. were cash,
securities and deposit account balances of approximately $450,000, which were
retained by the Company as well as liabilities estimated to be approximately
$33,000.

On July 5, 2004, the Board of Directors declared a distribution of capital of
$120.00 per share in the form of a cash dividend on its Common Stock, no par
value, payable to shareholders of record on July 5, 2004. This dividend totaled
$313,200 and was paid on July 14, 2004.

LITIGATION

As of October 29, 2004, the Company has no litigation current, pending or
threatened against it. The Company has, as noted earlier, settled a lawsuit that
was filed in October of 2002 that included alleged violations of a non-compete
agreement and various other claims against former employees. The suit was
settled on October 17, 2003 with Mr. & Mrs. Brian W. McDonald returning 200
shares (approximately 7.2% of the Company's then-issued and outstanding stock)
as part of the settlement as well as an extension of the Non-Compete Agreement
with Mr. McDonald for an additional year through 2005 as well as barring
Accounting Advantage, the Company established by former Accounting USA division
employees, from soliciting or receiving former or current customers of the
Company.

Fiscal Year Ended July 31, 2003 Compared to the Year Ended July 31, 2002

As a result of the liquidation and distribution of Lincoln's operations and
assets in 2004, the Company has reclassified its 2003 financial statements to be
consistent with the 2004 presentation. Therefore, the only operating activity
reported relates to corporate administration and the Rental Property and
Accounting USA divisions are reported as discontinued operations.

Operating costs totaled $115,633 in 2003 compared with $70,152 in the prior year
and consisted primarily of professional and administrative fees. The increase in
costs in the current year resulted primarily due to costs related to the
Company's reverse stock split completed during the year. The Company earned
$2,641 in interest income in 2003 compared with interest income of $22,994 in
2002 as investable cash balances and interest rates both declined significantly
in 2003. Other income of $6,827 consisted of the recovery of accrued expenses
from the prior year. The net loss from continuing operations increased $95,969
to $143,127 in 2003 compared with a loss of $47,158 a year earlier.

The Company incurred a net loss from discontinued operations of $410,775 in 2003
including losses of $160,950 in the Accounting USA division and $110,838 in the
Rental Property division and an impairment charge of $138,987 for the write-off
of goodwill. This compares with a loss of $685,808 in 2002. The decrease in the
loss from discontinued operations was due primarily to expense reductions in the
Accounting USA division.

The Company's net loss decreased $179,064 to $553,902 in 2003 compared with a
loss of $732,966 in 2002.

ACQUISITION OR DISPOSITION OF ASSETS

During the fiscal year ended July 31, 2003, no material assets of Lincoln were
disposed of.


                                       7
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Cash decreased $305,051, or 93.3%, to $21,944 in 2003 due primarily to operating
losses. New investment in property and equipment and the repayment of debts
contributed to reducing cash a total of $24,615 for the year. The Company's
primary source of liquidity and capital has been its cash reserves and equity in
its real estate holdings. In June 2003, the Company established a bank line of
credit in the amount of $100,000 secured by real estate assets to provide funds
for operations. As of July 31, 2003, $47,500 was outstanding under the line of
credit. In February 2003, the Company engaged a real estate agent to sell its
last remaining real estate property in order to reduce debt and enhance
liquidity. The sale of the real estate property was completed on August 22, 2003
resulting in the repayment of $543,157 in mortgage debt and receipt of $637,664
in net cash at settlement.

LITIGATION

As of March 29, 2004, the Company had no litigation current, pending or
threatened against it. The Company has, as noted earlier, settled a lawsuit that
was filed in October of 2002 that included alleged violations of a non-compete
agreement and various other claims against former employees. The suit was
settled on October 17, 2003 with Mr. & Mrs. Brian W. McDonald returning 200
shares (approximately 7.2% of the Company's issued and outstanding stock) as
part of the settlement as well as an extension of the Non-Compete Agreement with
Mr. McDonald for an additional year through 2005 as well as barring Accounting
Advantage, the Company established by former Accounting USA division employees,
from soliciting or receiving former or current customers of the Company.


                                       8
<PAGE>

ITEM 7:  FINANCIAL STATEMENTS



                              Financial Statements

                        LINCOLN INTERNATIONAL CORPORATION

                             July 31, 2004 and 2003


<PAGE>

LINCOLN INTERNATIONAL CORPORATION

Table of Contents

July 31, 2004 and 2003

Independent Auditor's Report ............................................ F-1

Financial Statements

     Balance Sheets ..................................................... F-2

     Statements of Operations ........................................... F-3

     Statements of Changes in Stockholders' Equity ...................... F-4

     Statements of Cash Flows ........................................... F-5

     Notes to Financial Statements ...................................... F-6-17


<PAGE>


INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
Lincoln International Corporation
Louisville, Kentucky

We have audited the accompanying balance sheets of Lincoln International
Corporation as of July 31, 2004 and 2003, and the related statements of
operations, changes in stockholders' equity 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 the standards of the Public Company
Accounting Oversight Board in the United States of America. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Lincoln International
Corporation as of July 31, 2004 and 2003, and the results of its operations and
its cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Notes A and T to the
financial statements, the Company's significant operating losses and
discontinued operations raise substantial doubt about its ability to continue as
a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

Louisville, Kentucky
October 26, 2004

                                      F-1
<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                                 BALANCE SHEETS
                             July 31, 2004 and 2003


<TABLE>
<CAPTION>
                                   A S S E T S

                                                                        2003               2004
                                                                    -----------        -----------
<S>                                                                 <C>                <C>
Current assets:
     Cash and cash equivalents                                      $        --        $    21,944
     Accounts receivable, net of allowance for
        doubtful accounts of $0 ($2,418 in 2003)                             --             10,950
     Note receivable, net of allowance for
        doubtful amounts of $0 ($72,062 in 2003)                             --              8,000
     Other receivable                                                        --             56,298
     Prepaid expenses and other current assets                               --              7,476
                                                                    -----------        -----------
        Total current assets                                                 --            104,668

Property and equipment, net                                                  --             88,838

Assets held for sale                                                         --            814,454

Marketable securities                                                        --             12,029
                                                                    -----------        -----------

        Total assets                                                $        --        $ 1,019,989
                                                                    ===========        ===========

                              L I A B I L I T I E S

Current liabilities:
     Accounts payable                                               $        --        $    47,977
     Accrued expenses                                                    35,000             84,810
     Obligation under capital lease                                          --              4,461
     Line of credit                                                          --             47,500
     Note payable                                                            --             52,819
     Current maturities of debt obligations                                  --             11,702
                                                                    -----------        -----------
        Total current liabilities                                        35,000            249,269
                                                                    -----------        -----------

Noncurrent liabilities:
     Long-term obligations, less current maturities                          --            463,394
     Obligation under capital lease                                          --              2,876
                                                                    -----------        -----------
        Total noncurrent liabilities                                         --            466,270
                                                                    -----------        -----------

        Total liabilities                                                35,000            715,539
                                                                    -----------        -----------


                      S T O C K H O L D E R S' E Q U I T Y

Stockholders' equity:

     Common stock, no par value, 3,000,000 shares authorized,
        2,610 issued and outstanding (2,776 in 2003)                  1,918,622          1,977,798
     Accumulated deficit                                             (1,953,622)        (1,678,551)
     Accumulated other comprehensive income                                  --              5,203
                                                                    -----------        -----------
        Total stockholders' equity (deficit)                            (35,000)           304,450
                                                                    -----------        -----------

        Total liabilities and stockholders' equity                  $        --        $ 1,019,989
                                                                    ===========        ===========
</TABLE>

See accompanying independent auditor's report
     and notes to financial statements

                                      F-2

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                            STATEMENTS OF OPERATIONS
                       Years ended July 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                           2004             2003
                                                        ---------        ---------
<S>                                                     <C>              <C>
Revenues                                                $      --        $      --
Cost and expenses:
     Cost of Revenues                                          --               --
     Selling, general and administrative expenses         150,403          115,633
                                                        ---------        ---------

Loss from operations                                     (150,403)        (115,633)
                                                        ---------        ---------

Other income (expense):
     Loss on uncollectible note receivable                (30,013)         (36,962)
     Interest income                                        4,757            2,641
     Gain on the surrender of common stock                 72,000               --
     Gain on the sale of securities                        31,230               --
     Other income                                              --            6,827
                                                        ---------        ---------

           Total other income (expense)                    77,974          (27,494)

           Net loss from continuing operations            (72,429)        (143,127)

Discontinued operations (Note B ):
     Loss from discontinued operations                   (159,695)        (271,788)
     Gain on sale of property and equipment               367,633               --
     Impairment of goodwill (Note G)                           --         (138,987)
                                                        ---------        ---------
                                                          207,938         (410,775)

Income tax expense                                          7,000               --
                                                        ---------        ---------

Net income (loss) from discontinued operations            200,938         (410,775)

           Net income (loss)                            $ 128,509        $(553,903)
                                                        =========        =========


Per Common Share (basic and diluted):

   Net loss from continuing operations                  $  (27.39)       $  (50.31)

   Net income (loss) from discontinued operations           76.00          (144.38)
                                                        ---------        ---------

      Net income (loss)                                 $   48.61        $ (194.69)
                                                        =========        =========

Shares used in computing loss per common share              2,644            2,845
                                                        =========        =========
</TABLE>


See accompanying independent auditor's report
     and notes to financial statements

                                       F-3

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                       Years ended July 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                                      Accumulated
                                                                                                         Other            Total
                                                      Common           Common         Accumulated     Comprehensive   Stockholders'
                                                      Shares           Stock            Deficit          Income     Equity (Deficit)
                                                    -----------      -----------      -----------      -----------      -----------
<S>                                                 <C>              <C>              <C>              <C>              <C>
Balance at July 31, 2002                                  2,931        1,994,718       (1,124,648)              --          870,070

Comprehensive loss:

    Net loss                                                 --               --         (553,903)              --         (553,903)

    Unrealized holding gain arising
      during the period                                      --               --               --            5,203            5,203
                                                    -----------      -----------      -----------      -----------      -----------

    Total comprehensive loss                                 --               --               --               --         (548,700)

Issuance of common stock to
    fractional shareholders at $120                           1              240               --               --              240

Fractional shares purchased by the Company
    at $120                                                  --             (120)              --               --             (120)

Fractional shares redeemed by the Company
    in conjunction with the Reverse Stock Split            (156)         (17,040)              --               --          (17,040)
                                                    -----------      -----------      -----------      -----------      -----------

Balance at July 31, 2003                                  2,776        1,977,798       (1,678,551)           5,203          304,450

Surrender of common stock in connection
    with litigation settlement                             (200)         (72,000)              --               --          (72,000)

Issuance of common stock in lieu of cash
    payment to vendor                                        35           12,600               --               --           12,600

Other issuance (redemption) of common
    stock, net                                               (1)             224               --               --              224

Comprehensive income:

    Net income                                               --               --          128,509               --          128,509

    Unrealized holding gain arising during
      the period                                             --               --               --            1,027            1,027

    Less:  Reclassification adjustment                       --               --               --           (6,230)          (6,230)
                                                    -----------      -----------      -----------      -----------      -----------
                                                                                                            (5,203)          (5,203)

    Total comprehensive income                               --               --               --               --          123,306

Distribution of AUSA, Inc. subsidiary                        --               --          (90,380)              --          (90,380)

Liquidating dividends paid                                   --               --         (313,200)              --         (313,200)
                                                    -----------      -----------      -----------      -----------      -----------

Balance at July 31, 2004                                  2,610      $ 1,918,622      $(1,953,622)     $        --      $   (35,000)
                                                    ===========      ===========      ===========      ===========      ===========
</TABLE>

See accompanying independent auditor's report
    and notes to financial statements

                                       F-4

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                       Years ended July 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                        2004               2003
                                                                    -----------        -----------
<S>                                                                 <C>                <C>
Cash flows from operating activities:
    Net income (loss)                                               $   128,509        $  (553,903)
    Adjustments to reconcile net income (loss)
       to net cash used in operating activities:
          Depreciation                                                   20,885             90,818
          Impairment of goodwill                                             --            138,987
          Provision for doubtful accounts                                    --             32,380
          (Gain) loss on sale of property and equipment                (367,633)             2,464
          Gain on sale of marketable securities                          (6,230)            (6,827)
          Gain on the surrender of common stock                         (72,000)                --
          Changes in operating assets and liabilities:
             Accounts receivable                                         56,213             43,296
             Other current assets                                         1,010            (53,176)
             Accounts payable                                           (35,250)           (15,475)
             Accrued expenses                                           (39,571)            41,000
                                                                    -----------        -----------

          Net cash used in operating activities                        (314,067)          (280,436)
                                                                    -----------        -----------

Cash flows from investing activities:
    Proceeds from sale of rental property                             1,182,090                 --
    Disposal of property and equipment                                  (13,714)                --
    Purchase of property and equipment                                  (11,308)           (20,142)
    Net proceeds from the sale of marketable securities                  13,057                 --
    Decrease in note receivable                                              --              3,500
                                                                    -----------        -----------

          Net cash (used in) provided by investing activities         1,170,125            (16,642)
                                                                    -----------        -----------

Cash flows from financing activities:
    Issuance (repurchase) of common stock, net                           12,825            (16,920)
    Net proceeds (repayment) on line of credit                          (47,500)            47,500
    Proceeds (repayment) of note payable                                (52,819)            52,819
    Principal payments on long-term debt                               (473,431)           (87,137)
    Principal payments on capital lease obligations                      (3,877)            (4,235)
    Liquidating dividend distribution                                  (313,200)                --
                                                                    -----------        -----------

          Net cash used in financing activities                        (878,002)            (7,973)
                                                                    -----------        -----------

          Net decrease in cash and cash equivalents                     (21,944)          (305,051)

          Cash and cash equivalents at beginning of year                 21,944            326,995
                                                                    -----------        -----------

          Cash and cash equivalents at end of year                  $        --        $    21,944
                                                                    ===========        ===========

Supplemental disclosures of cash flow information:

    Cash paid during the year for interest                          $     3,184        $    49,928
                                                                    ===========        ===========

    Non-cash distribution-AUSA, Inc. stock                          $    90,380        $        --
                                                                    ===========        ===========
</TABLE>

See accompanying independent auditor's report
    and notes to financial statements

                                       F-5

<PAGE>

LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

July 31, 2004 and 2003

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Lincoln International
Corporation (the Company) is presented to assist in understanding the Company's
financial statements. The financial statements and notes are representations of
the Company's management who are responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America and have been consistently
applied in the preparation of the financial statements.

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. As reflected in the accompanying
financial statements, the Company has incurred recurring net losses and negative
cash flows from operations over the prior two years which raises substantial
doubt about the Company's ability to continue as a going concern. As more fully
discussed under "Nature of Business" below and Note T, the Company has
discontinued or sold all of its operations with only certain accrued expenses
remaining on the July 31, 2004 balance sheet. The financial statements do not
include any adjustments that might result from the Company not continuing as a
going concern.

Nature of Business: During the periods covered in this report, the Company
operated two business segments: the Rental Property division and the Accounting
USA division. Both of these divisions were discontinued in the current fiscal
year.

The Rental Property division owned and operated commercial office rental
properties in Louisville, Kentucky. Since August 1, 2000, the Company had owned
and operated as many as four Class A suburban office properties. As of July 31,
2003, all but one property had been sold and the remaining rental property was
under contract for sale. This amount was separately recorded on the balance
sheet as assets held for sale. On August 22, 2003, this property was sold and
the Company discontinued these operations with no plans to invest in rental
properties in the future. See Note B for further discussion of the sale of the
property.

The Accounting USA division provided bookkeeping services to small and mid-sized
businesses and organizations primarily in the Louisville, Kentucky metropolitan
area. The Company formed Accounting USA, Inc. on October 1, 1999, and received
75% of the outstanding shares of common stock in conjunction with a merger with
Accounting USA's predecessor, Accounting Outsourced Solutions, LLC. On December
1, 2000, Accounting USA, Inc. merged into the Company and continued operations
as an unincorporated division. In exchange for the minority interest, the
Company issued 200 shares of the Company's common stock. On January 31, 2004,
the Accounting USA division and certain other corporate assets were transferred
to a wholly-owned subsidiary of the Company, AUSA, Inc., and spun-off to
shareholders in a dividend distribution. The Accounting USA division has been
accounted for as a discontinued operation since that time.

Use of Estimates: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Revenue Recognition: Revenue from services is recognized as the service is
rendered, which is generally monthly at fixed amounts.

Continued


                                       F-6
<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2004 and 2003

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

Fair Value of Financial Instruments: Cash, accounts receivable, accounts payable
and accrued expenses are reflected in the financial statements at their carrying
amount, which approximates fair value because of the short-term maturity of
those instruments. The carrying amount of debt obligations in prior years
approximates fair value because borrowings have rates that reflect currently
available terms and conditions for similar debt.

Cash and Cash Equivalents: For purposes of reporting cash flows, the Company
considers all highly liquid investments with maturities of three months or less
to be cash equivalents. The carrying amounts reported in the balance sheets for
cash equivalents approximate their fair values.

Accounts Receivable: Accounts receivable consist of amounts due for bookkeeping
services, which were not received by the Company at year-end. The Company
invoices most clients for its services at the beginning of each month and
payments are due within ten days.

Based on management's evaluation of uncollectible accounts receivable at the end
of each year, bad debts are provided for on the allowance method. The allowance
for doubtful accounts as of July 31, 2004 and 2003 was $0 and $2,418,
respectively.

Marketable Securities: Marketable securities have been classified as available
for sale and are stated at fair value based on quoted market values. The
marketable securities consisted of common stock with a cost of $6,827 and a
market value of $12,029 at July 31, 2003. Unrealized gains or losses are
included as a component of stockholders equity until realized. These shares were
sold during 2004 for $13,057 resulting in a realized gain of $6,230.

Property and Equipment: Property and equipment are recorded at cost.
Depreciation is provided over the following estimated useful lives:

               Buildings and improvements                   20-40 years
               Leasehold improvements                         3-5 years
               Office and computer equipment                 3-12 years

The Company uses the straight-line method of computing depreciation for
financial statement purposes and accelerated methods for income tax purposes.
Leasehold improvements are amortized using the straight-line method over the
lease term.

Advertising: The Company expenses advertising costs when incurred, except
marketing brochures, which are capitalized and amortized over the expected
benefits period. The net book value of these brochures was $0 as of July 31,
2004 and 2003. Advertising expense was $0 and $644 for the years ended July 31,
2004 and 2003, respectively.

Goodwill: Goodwill represents the excess of the aggregate purchase price paid by
the Company in acquisitions accounted for as purchases over the fair value of
the net identifiable tangible and intangible assets acquired. See Note G.

Accounting for the Impairment of Long-Lived Assets: Effective August 1, 2002,
the Company adopted Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." The Company
evaluates long-term assets for impairment and assesses their

Continued


                                       F-7
<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2004 and 2003

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

recoverability based upon anticipated future cash flows. If facts and
circumstances lead the Company's management to believe that the cost of one of
its assets may be impaired, the Company will (a) evaluate the extent to which
that cost is recoverable by comparing the future undiscounted cash flows
estimated to be associated with that asset to the asset's carrying amount and
(b) write-down that carrying amount to market value or discounted cash flow
value to the extent necessary. As of July 31, 2003, the Company determined the
carrying amount of its assets to be equal to or less than market value and did
not recognize an impairment charge. However, management adopted a plan to sell
certain of its property as of February 2003. These assets were recorded as
assets held for sale on the balance sheet and no depreciation expense has
subsequently been recorded in 2003. See Note B for discussion of the sale of
these assets.

Income Taxes: The Company accounts for income taxes in accordance with SFAS No.
109, "Accounting for Income Taxes." Accordingly, deferred income taxes have been
provided for temporary differences between the recognition of revenue and
expenses for financial and income tax reporting purposes and between the tax
basis of assets and liabilities and their reported amounts in the financial
statements.

Earnings Per Share: Earnings per common share are based on the weighted average
number of common shares outstanding during the respective periods. Since the
Company has no outstanding stock warrants or options, no dilutive effect exists,
and therefore, no diluted earnings per share calculations are necessary.

Reclassifications: Certain reclassifications have been made to the prior year's
financial statements to conform to the 2004 classification, none of which had an
effect on previously reported net income.

NOTE B--DISCONTINUED OPERATIONS

On August 22, 2003, the Company sold its last remaining commercial office rental
property for $1,260,000 ($1,182,090 after closing fees, taxes and other
adjustments) and incurred a net gain on the sale of $367,633. At the sale
closing, the Company paid off principal and interest of its first and second
mortgages against the property of $485,551 and $57,599, respectively. The
Company received net cash proceeds of $637,664.

With this sale the Company has discontinued operations in its Rental Property
division. The Company recorded a loss of $66,469 in 2004 representing the costs
to settle obligations related to this operation.

On January 30, 2004, the Company transferred substantially all of its operating
assets to its wholly-owned subsidiary, AUSA, Inc. Thereafter, the Company
declared a distributive dividend to its stockholders of record on January 30,
2004 of all the shares of common stock of AUSA, Inc. so that each stockholder of
the Company received a share of AUSA, Inc. common stock for each share of common
stock of the Company owned by such stockholder on January 30, 2004. Excluded
from the assets transferred by the Company to AUSA, Inc. were cash, securities
and deposit account balances of approximately $450,000, which funds were
retained by the Company as well as liabilities estimated to be approximately
$33,000.

Continued


                                       F-8
<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2004 and 2003

NOTE B--DISCONTINUED OPERATIONS--CONTINUED

Pretax results of discontinued operations by business segment are as follows:

                                                          2004           2003
                                                       ---------      ---------
Segment:

Rental Property division:

  Loss from operations                                 $ (66,469)     $(110,838)
  Gain of sale of property & equipment                   367,633             --
                                                       ---------      ---------
                                                         301,164       (110,838)

Accounting USA division:

  Loss from operations                                   (93,226)      (160,950)
  Impairment of Goodwill (Note G)                             --       (138,987)
                                                       ---------      ---------
                                                         (93,226)      (299,937)

Combined:

  Loss from operations                                  (159,695)      (271,788)
  Gain of sale of property & equipment                   367,633             --
                                                       ---------      ---------
  Impairment of Goodwill (Note G)                             --       (138,987)
                                                       ---------      ---------
                                                       $ 207,938      $(410,775)
                                                       =========      =========


NOTE C--NOTES RECEIVABLE

On August 8, 2003, the Company sold the remaining collateral securing its Note
Receivable for $8,000. The collateral was sold "as-is", without recourse, and
with indemnification by the purchaser in regard to any and all claims arising
including manufacturing defects. As of July 31, 2003, the Company had provided
for an allowance for doubtful accounts totaling $72,062 against the gross asset
balance of $80,062. No further expense was recorded at the time of the sale. As
of August 8, 2003, this transaction was closed.

On April 28, 2004, the Company made a loan of $30,000 to AUSA, Inc. for general
corporate purposes. The loan was unsecured, bore an annual interest rate of
5.0%, and was payable on demand. On July 7, 2004, Lincoln released AUSA, Inc.
from its obligation to repay this debt resulting in a write-off of $30,000 in
principal, plus accrued interest. The Company has no commitments to make
additional loans or advances to AUSA, Inc. in the future.

NOTE D--OTHER RECEIVABLE

Other receivable consists of the following:

                                                              2004        2003
                                                            -------     -------

          Payroll transaction receivable                    $    --     $56,298

On August 12, 2003, the Company received a payment of $56,298 as the final
installment due for the purchase of its payroll client list under a Purchase and
Sale Agreement dated December 5, 2002. Currently, no further agreements or
obligations exist between the Company and the buyer except for a surviving
provision in the Purchase and Sale Agreement for the Company not to engage in
payroll preparation services through December 5, 2005.


                                       F-9
<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2004 and 2003

NOTE E--PREPAID EXPENSES

Prepaid expenses consist of the following:

                                                            2004         2003
                                                          --------     --------

       Prepaid maintenance, support and training          $     --     $  4,453
       Prepaid rent                                             --        1,781
       Prepaid insurance                                        --          349
       Refundable deposits                                      --          578
       Other                                                    --          315
                                                          --------     --------
            Total                                         $     --     $  7,476
                                                          ========     ========


NOTE F--PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                                            2004         2003
                                                          --------     --------

      Leasehold improvements                              $     --     $ 24,272
      Office and computer equipment                             --      467,839
                                                          --------     --------
                                                                --      492,111
       Less accumulated depreciation and amortization           --      411,910
                                                          --------     --------
                                                                --       80,201
       Equipment held under capital lease,
            net of accumulated amortization                     --        8,637
                                                          --------     --------

       Net property and equipment                         $     --     $ 88,838
                                                          ========     ========

Depreciation expense for the years ended July 31, 2004 and 2003 was $20,885 and
$90,818, respectively.

NOTE G--GOODWILL

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 was effective for the Company as of August 1, 2002. Under
the new rules, goodwill and indefinite lived intangible assets are no longer
amortized and will be reviewed annually for impairment. Intangible assets that
are not deemed to have an indefinite life will continue to be amortized over
their useful lives.

SFAS No. 142 uses a two-step process to measure potential impairment. In the
first step, the fair values of the Company's reporting units are compared to the
units' carrying amounts. Reporting units with similar economic and operating
characteristics may be combined into a single segment level evaluation. If the
fair value of a reporting unit exceeds its carrying cost, goodwill is not
considered impaired. If the carrying cost exceeds fair value, a second step is
used to determine the amount of impairment. The second step determines the
implied fair value of goodwill for a reporting unit by applying the estimated
fair value to the tangible and separately identifiable intangible assets and
liabilities of the reporting unit, with any remaining amount considered
goodwill.

Continued


                                      F-10
<PAGE>

LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2004 and 2003

NOTE G--GOODWILL--CONTINUED

The Company completed the first step analysis under the requirements of the
standard and determined that goodwill was impaired. The fair value of the
Company's reporting units was determined using a discounted cash flow technique.
The Company defined its reporting units at the segment level. As a result of
this analysis, it was determined that an impairment loss of $138,987 was to be
recorded. As the Company's analysis was not completed within six months of the
adoption date, the resulting loss was recorded in the Statement of Operations
for the year ended July 31, 2003 as a component of loss from discontinued
operations. See Note B for further discussion.

NOTE H--LINE OF CREDIT AND LONG-TERM DEBT OBLIGATIONS

On June 17, 2003, the Company entered into a line of credit agreement with a
commercial bank. The balance as of July 31, 2003 was $47,500. The line of credit
carried variable interest at the Prime Rate plus one (effective rate of 5% at
July 31, 2003). The line, which was not to exceed $100,000, was due June 17,
2004, and was secured by a second mortgage on the real property of the Company.
The total outstanding balance under the line of credit was paid in full on
August 22, 2003 and the line of credit was closed.

The Company had a short-term note payable of $52,819 as of July 31, 2003 with a
commercial bank that re-financed an existing term note with the same bank. The
note was opened on June 12, 2003 and was due December 12, 2003. The note carried
variable interest at the Prime Rate plus two (effective rate of 6% at July 31,
2003. Interest on the note was payable monthly and was secured by all assets of
the Company. The short-term note payable was paid in full on November 21, 2003
from the proceeds of a new one-year Revolving Note and Security Agreement.

On October 30, 2003, the Company entered into a one-year Revolving Note and
Security Agreement with a commercial bank in the amount of $53,000 to re-finance
an existing bank loan. Any advances under the line of credit were secured by
funds in a money market account in that bank. On January 30, 2004, this
Revolving Note was paid-in-full and the line was closed.

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                   2004               2003
                                                                              ---------------    --------------
<S>                                                                           <C>                <C>
Term note payable, interest at 8.73%, monthly payments of $4,451, including
principal and interest, collateralized by a first mortgage on the real property
of the Company and assignment of leases and rents, due February 2006,
with a final balloon payment of $443,769                                      $         -        $   475,096

Less current maturities                                                                 -             11,702
                                                                              ---------------    --------------
          Total                                                               $         -        $   463,394
                                                                              ===============    ==============
</TABLE>

The total outstanding balance on the term note payable was paid in full on
August 22, 2003. See further discussion in Note B.


                                      F-11
<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2004 and 2003

NOTE I--CAPITAL LEASES

The following is an analysis of the equipment under capital lease:

                                                       2004             2003
                                                  ------------     ------------

Office and computer equipment                     $         --     $     18,845
Less accumulated amortization                               --          (10,208)
                                                  ------------     ------------
          Total                                   $         --     $      8,637
                                                  ============     ============


NOTE J--ACCRUED EXPENSES

Accrued expenses consist of the following:

                                                      2004             2003
                                                 ------------     ------------

     Accrued payroll and payroll taxes           $         --     $     13,262
     Accrued property taxes                                --            6,175
     Accrued professional fees                         35,000           49,902
     Accrued contractor fees                               --           12,600
     Other                                                 --            2,871
                                                 ------------     ------------
          Total                                  $     35,000     $     84,810
                                                 ============     ============


NOTE K--INCOME TAXES

The components of the income tax expense are as follows:

                                                                2004       2003
                                                               ------     ------

Federal income taxes                                           $   --     $   --
State and local income taxes                                    7,000         --
Deferred taxes                                                     --         --
Tax benefit of net operating loss carryforward                     --         --
                                                               ------     ------


     Total                                                     $7,000     $   --
                                                               ======     ======


At July 31, 2004, the Company had net operating loss carryforwards of
approximately $1.3 million expiring through 2023 available to offset future
federal and state taxable income. However, local tax statutes do not allow for
the use of net operating loss carryforwards resulting in an income tax liability
in periods with taxable income. Accordingly, the Company has incurred and paid
$7,000 in estimated local income taxes as of July 31, 2004.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts for income tax purposes. Management has concluded that
it is more likely than not that the Company's deferred tax assets will not be
realized. Accordingly, a valuation allowance has been established to offset the
net deferred tax assets. Significant components of the Company's net deferred
tax assets are as follows:

Continued


                                      F-12
<PAGE>

LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2004 and 2003

NOTE K--INCOME TAXES--CONTINUED

                                                          2004           2003
                                                       ---------      ---------
Deferred tax assets:
     Net operating loss carryforwards                  $ 509,766      $ 648,741
     Loss on investment                                       --         95,000
     Goodwill                                                 --         60,172
     Other                                                    --         29,102
                                                       ---------      ---------
                                                         509,766        833,015
Valuation allowance                                     (509,766)      (625,114)
Deferred tax liability - excess tax depreciation              --       (207,901)
                                                       ---------      ---------
Net deferred tax asset (liability)                     $      --      $      --
                                                       =========      =========

The following is a reconciliation of income tax expense (benefit) to that
computed by applying the federal statutory rate to income before income taxes:

                                                         2004            2003
                                                      ---------       ---------

Federal tax at the statutory rate                     $  46,073       $(188,327)
State and local income taxes, net of federal
   Tax benefit                                               --           7,000
Nondeductible expenses                                       --           2,469
Change in valuation allowance                          (115,348)        166,345
Effect of distribution of AUSA, Inc.                     69,275              --
Effect of graduated tax rates                                --          19,513
                                                      ---------       ---------

 Provision for income taxes                           $   7,000       $      --
                                                      =========       =========


NOTE L--LEASE COMMITMENTS

The Company had entered into several operating lease agreements, primarily for
office space and office equipment. Total rental expense amounted to $36,149 and
$56,760 in 2004 and 2003, respectively. On January 30, 2003, these contracts
were assigned to and assumed by AUSA, Inc.

NOTE M--LEASE OF PROPERTY AND EQUIPMENT

The Company was the lessor of commercial rental office buildings under operating
leases. At July 31, 2003, these assets were offered for sale and, consequently,
recorded on the balance sheet as assets held for sale. The following is a
summary of the Company's investment in property and equipment under operating
leases as of July 31:

                                                           2004           2003
                                                         --------       --------

Land                                                     $     --       $ 88,916
Buildings and improvements                                     --        801,051
                                                         --------       --------
                                                               --        889,967
Less accumulated depreciation                                  --         75,513
                                                         --------       --------
     Total                                               $     --       $814,454
                                                         ========       ========

Continued


                                      F-13
<PAGE>

LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2004 and 2003

NOTE M--LEASE OF PROPERTY AND EQUIPMENT--CONTINUED

Under the operating method of accounting for leases, the cost of the property
and equipment was recorded as an asset and depreciated over its estimated useful
life and the rental income was recognized as the lease rental payments were
earned.

In May 2003, one of the Company's lessees sublet a portion of their office space
to the Company's Accounting USA division. The rental expense related to the
sublease was $1,294 in 2003 and has been included in the Company's 2003
operating expenses.

The land and building related to these leases was sold August 22, 2003. See Note
B for further discussion.

NOTE N--LITIGATION SETTLEMENT

On October 17, 2003, the Company settled the lawsuit it filed in October 2002
against former employees of the Company and a new company they formed to compete
with the Company's Accounting USA division. Terms of the settlement include the
return of 200 shares of Common Stock in the Company owned by a former officer,
as well as other agreements regarding non-solicitation of clients and
non-competition. The 200 shares surrendered to the Company were valued at
$72,000, or $360 per share, which was equal to the price used to sell and
repurchase shares in the 2003 reverse stock split transaction. These shares have
been retired. A non-operating gain of $72,000 was recorded in the first fiscal
quarter to account for this transaction.

NOTE O--PROFIT SHARING PLAN

The Company adopted a profit sharing plan in March 2000. The plan covers all
employees meeting the minimum eligibility requirements. Contributions to the
plan are at the discretion of the Board of Directors. No contributions were made
by the Company during the years ended July 31, 2004 and 2003. The plan had a
zero balance as of July 31, 2004 and 2003.

NOTE P--REVERSE STOCK SPLIT

On February 18, 2003, the Company made effective a three-to-one reverse stock
split, which shareholders approved on December 6, 2002. The purpose of the split
was to attempt to reduce the number of outstanding shareholders below 300 in
order for the Company to have the ability to terminate its registration pursuant
to Section 12(g) of the Securities Exchange Act and become a private company.
Under the resolution, any fractional share existing post-split would be
automatically converted into "scrip" with a value of $120 per old share. Any
shareholder interested in maintaining an interest in the Company was offered the
ability to acquire a sufficient interest in a new share that, when combined with
the present holding, would equate to one whole new share. All references in the
financial statements referring to shares, share prices, per share amounts and
stock plans have been adjusted retroactively to reflect the three-to-one reverse
stock split.

The following is a summary of the completed transaction:

             Old            1-for-3      Fractional    Shares        New
             Shares         Split        "Scrip"       Purchased     Shares
             ------         -----        -------       ---------     ------

              8,792         2,931         (156)            1          2,776




                                      F-14
<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2004 and 2003

NOTE Q--RELATED PARTY TRANSACTIONS

On October 2000, the Company sold one of its commercial office rental properties
to Winebrenner Capital Partners, LLC. As part of the consideration for the
transaction, the Company received $250,000 of stock in Winebrenner Capital
Partners, LLC, which was being offered under an intrastate offering at $5 per
share. The 50,000 shares received represented 1% of the limited liability
company. In addition to the 50,000 shares received, the Company received a
warrant to purchase an additional 50,000 shares over a 10 year period at $5 per
share. This investment was determined to be other than temporarily impaired and
written off in the fiscal year ended July 31, 2001. In July, 2004, 50,000 shares
of Winebrenner Capital Partners, LLC were sold to Winebrenner Holding Corp. for
a $25,000 short term promissory note resulting in a gain of $25,000. The
promissory note was then assigned to AUSA, Inc. in consideration of management
and other services received during the year.

On April 28, 2004, the Company made a loan of $30,000 to AUSA, Inc. for general
corporate purposes. The loan was unsecured, bore an annual interest rate of
5.0%, and was payable on demand. On July 7, 2004, Lincoln released AUSA, Inc.
from its obligation to repay this debt resulting in a write-off of $30,000 in
principal, plus accrued interest. The Company has no commitments to make
additional loans or advances to AUSA, Inc. in the future.

NOTE R--SEGMENT INFORMATION

The Company had two reportable segments: the Rental Property division (rental)
and the Accounting USA division (bookkeeping) which have been discontinued in
2004 (See Note B). These segments were strategic business units managed
separately as each business required different technology and marketing
strategies. The accounting policies of the segments are the same as those
described in the summary of significant accounting policies. (See Note A)

The Company accounts for inter-segment revenues as if the transactions were to
third parties. No single external customer accounted for ten percent or more of
total revenues.

                                                            2004
                                            ------------------------------------
                                             Rental     Bookkeeping       Total
                                            --------      --------      --------

Revenues from external customers            $  9,143      $328,363      $337,506
Inter-segment revenue                          1,900         3,768         5,668
Interest income                                4,757           156         4,913
Interest expense                               3,650         1,824         5,474
Depreciation and amortization                  1,979        18,906        20,885
Segment assets                                    --            --            --
Expenditures for segment assets                   --            --            --


                                                         2003
                                        ----------------------------------------

                                         Rental       Bookkeeping       Total
                                        ----------     ----------     ----------
Revenues from external customers        $  166,161     $  825,741     $  991,902
Inter-segment revenue                        5,670         12,098         17,768
Interest income                              2,642            184          2,826
Interest expense                            42,928          7,943         50,871
Depreciation                                14,257         76,561         90,818
Impairment of goodwill                          --        138,987        138,987
Segment assets                             979,187        187,712      1,166,899
Expenditures for segment assets                 --         20,142         20,142


Continued


                                      F-15
<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2004 and 2003

NOTE R--SEGMENT INFORMATION--CONTINUED

The following is a reconciliation of reportable segment revenues, cost and
expenses, profit or loss and assets as of and for the year ended July 31:

<TABLE>
<CAPTION>
                                                              2004             2003
                                                          -----------      -----------
<S>                                                       <C>              <C>
Revenues

Total revenue from reportable segments                    $   343,174      $ 1,009,670
Elimination of Inter-segment revenues                          (5,668)         (17,768)
                                                          -----------      -----------
     Total revenues                                       $   337,506      $   991,902
                                                          ===========      ===========

Costs and Expenses

Total costs and expenses from reportable segments         $   227,320      $ 1,482,929
Elimination of Inter-segment costs and expenses                (5,668)         (17,768)
                                                          -----------      -----------
     Total costs and expenses                             $   221,652      $ 1,465,161
                                                          ===========      ===========

Profit or Loss

Total operating income (loss) for reportable segments     $   115,854      $  (473,259)
Interest income                                                 4,913            2,826
Non-operating income (expense)                                 48,217          (32,599)
Interest expense                                               (5,474)         (50,871)
                                                          -----------      -----------
     Income (loss) before income taxes                    $   163,510      $  (553,903)
                                                          ===========      ===========

Assets

Total assets for reportable segments                      $        --      $ 1,166,899
Elimination of Inter-segment receivables                           --         (146,910)
                                                          -----------      -----------
     Total assets                                         $        --      $ 1,019,989
                                                          ===========      ===========
</TABLE>


NOTE S--QUARTERLY INFORMATION (UNAUDITED)

The following is an analysis of certain items in the income statements by
quarter for the years ended July 31:

<TABLE>
<CAPTION>
                             -------------------------------------------------------------------------------------------------------
                                                      2004                                               2003
                             -------------------------------------------------------------------------------------------------------
                                 First        Second       Third        Fourth        First       Second       Third        Fourth
                             -------------------------------------------------------------------------------------------------------
-----------------------------
<S>                            <C>          <C>          <C>          <C>          <C>           <C>         <C>          <C>
Loss from operations           $ (22,309)   $ (17,991)   $ (51,902)   $ (58,201)   $ (22,887)    $ (4,152)   $ (25,352)   $ (63,242)
Net income (loss) from
   continuing operations          46,836      (16,454)     (44,341)     (58,470)     (31,683)     (13,738)     (34,952)     (62,754)
Net income (loss) from
   discontinued operations       260,347      (52,567)        (256)      (6,586)     (79,102)        (305)    (145,840)    (185,528)
Net income (loss)                307,183      (69,021)     (44,597)     (65,056)    (110,786)     (14,043)    (180,791)    (248,283)

Income (loss) per share:
   Net income (loss) from
      continuing operations        17.06        (6.31)      (16.99)      (21.15)      (10.81)       (4.72)      (12.18)      (22.60)
   Net income (loss) from
      discontinued operations      94.84       (20.15)       (0.10)        1.41       (26.99)       (0.10)      (50.83)      (66.46)
   Net income (loss)            $ 111.90     $ (26.46)    $ (17.09)    $ (19.74)    $ (37.80)     $ (4.82)    $ (63.02)    $ (89.05)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-16
<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2004 and 2003

NOTE T--SUBSEQUENT EVENTS

On August 6, 2004, certain shareholders representing 83.3% of the Company's
issued and outstanding shares sold their stock to a third party. The new
controlling shareholder has acquired the Common Stock of the Company as an
investment. In connection with the acquisition of the Common Stock all directors
and officers of the Company resigned and two designees selected by the new
principal owner were elected to the Board of Directors. The new Board of
Directors then elected two new officers who serve, respectively, as (a)
President and Secretary and (b) Treasurer and Assistant Secretary. Due to the
change in control, utilization of the net operating loss carryforwards will be
significantly limited.

On September 27, 2004, the Company's principal shareholder agreed to make a
$25,000 loan to the Company for general corporate purposes. The note is payable
on demand, accrues interest at 9.0% per annum, and is convertible into 218
shares of common stock. The agreement also includes a warrant to purchase 218
shares of common stock at $114.94 per share for a period of five years. The
strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.

On October 20, 2004, a Schedule 14C Information Statement was filed by the
Company providing Notice of Action to be Taken by Written Consent of the
Stockholders. This action has been taken to authorize the merger of the Company,
a Kentucky corporation, into its wholly-owned subsidiary, Lincoln International
Corporation, a Delaware corporation, for the purpose of changing the state of
incorporation from Kentucky to Delaware.


                                      F-17
<PAGE>

ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

On July 28, 2003 the Company received notice that its long time accounting firm
and auditor, Potter & Company was resigning effective immediately. On October
31, 2003, Lincoln engaged Carpenter, Mountjoy, & Bressler located at 2300
Waterfront Plaza, 325 West Main Street, Louisville, KY 40202-4244 as its new
independent auditor.

ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. Our management evaluated, with
the participation of our Chief Executive Officer and our Chief Financial
Officer, the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this Annual Report on Form 10-K. Based on this
evaluation, our Chief Executive Officer and our Chief Financial Officer have
concluded that the Company's disclosure controls and procedures are effective to
ensure that information we are required to disclose in reports that we file or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.


Changes in internal control over financial reporting. There was no change in our
internal control over financial reporting that occurred during the period
covered by this Annual Report on Form 10-K that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

ITEM 8A.   OTHER INFORMATION

         None.


                                       9
<PAGE>

                                    PART III

ITEM 9:   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
Directors, Executive
Officers and 5%                                                                Shares Owned as of
Shareholders                      Since                         Age              July 31, 2004             Percent of Class
------------                      -----                         ---              -------------             ----------------
<S>                               <C>                           <C>            <C>                         <C>
Derek L. Caldwell (1)
  President, Secretary             2004                          39                    0                         0.0%
  and Director

Samir N. Masri (1)
  Treasurer, Assistant
  Secretary and Director           2004                          59                    0                         0.0%

Thurman L. Sisney, (2)
  Former President,
  Treasurer and Director           1994                          57                  607 (3)                   23.26%

Richard J. Frockt (4)
  Former Chairman of the
  Board acting President,
  Secretary and Director           1997                          60                  507 (5)                   19.43%

Janet C. Frockt (4)
    Former Director                1997                          57                  402 (5)                   15.40%

Kenneth S. Berryman (4)
    Former acting Treasurer
    and President of
    Accounting USA division        2003                          42                    0                         0.0%
                                                                                   -----                       -----
Officers and Directors
   as a Group                                                                      1,516                       57.97%
                                                                                   =====                       =====
</TABLE>

(1)   Messrs. Caldwell and Masri were appointed to the Board of Directors and
      their current positions on August 6, 20 following a change in control of
      the Company. Mr. Caldwell is employed by Sunrise Financial Group which is
      an    affiliate of Nathan A. Low.

(2)   Mr. Sisney resigned his officer and director positions on June 29, 2004
      and was replaced by Mr. Frockt as acting President and Mr. Berryman as
      acting Treasurer. 04

(3)   Mr. Sisney claims beneficial interest in 968 shares of the Company which
      includes 361 shares held by his wife, Sherleen S. Sisney.

(4)   These officers and directors sold all of their shares and resigned their
      positions on August 6, 2004.

(5)   Richard Frockt, a former Director and shareholder of the Company, is the
      beneficiary of a tax-deferred annuity which, in turn, owns of all the
      outstanding capital stock of Salina Investment LTD, the former record
      holder of 402 shares. Mr. Frockt also owned 105 shares directly. In
      addition, Janet Frockt, the wife of Richard Frockt and a former Director
      of the Company, is the beneficiary of a tax-deferred annuity which, in
      turn, owned of all the capital stock of Pyramid Securities LTD, the former
      record holder of 402 shares. Mr. Frockt disclaims any beneficial ownership
      interest in the shares to which Mrs. Frockt was the beneficiary. Mrs.
      Frockt disclaims any beneficial ownership interest in the shares to which
      Mr. Frock was the beneficiary. Further, the Ryan Jeffrey Frockt Trust,
      Sheldon Gilman, Trustee, was the owner of 200 shares of Lincoln common
      stock. Ryan Jeffrey Frockt is the legally emancipated son of Richard Jay
      Frockt and Janet C. Frockt, both of whom disclaim any beneficial ownership
      in the shares to which Ryan Jeffrey Frockt was beneficiary.


                                       10
<PAGE>

BUSINESS HISTORY OF OFFICERS AND DIRECTORS

Derek L. Caldwell--Mr. Caldwell has been President, Secretary, and a Director of
the Company since August 6, 2004. He is also Executive Vice President of Sunrise
Financial Group where he has helped more than one hundred public and private
emerging growth companies find institutional funding and sponsorship. Prior to
joining Sunrise Financial Group in 1993, Mr Caldwell held several positions in
technology sales and marketing including Ziff-Davis and Canon. He received his
BA in Economics from Wake Forest University in 1989.

Samir N. Masri--Mr. Masri has been Treasurer, Assistant Secretary, and a
Director of the Company since August 6, 2004. He has a masters degree in
Politics Philosophy and Economics from St Catherine's College, Oxford. He is a
fellow of the Institute of Chartered Accountants in England and Wales, and a CPA
licensed in New York where he is also in private practice. He is an active Board
Member of two not-for-profit organizations in New York.

Thurman L. Sisney--Mr. Sisney was President and Director of the Company from
October 1994 until his resignation on June 29, 2004. Mr. Sisney was also acting
Treasurer for the past two years until his resignation. He has a masters degree
in Business Administration and a law degree from the University of Louisville
and has been in private practice since 1980. Mr. Sisney has served as general
counsel to the Finance and Administration Cabinet as well as counsel and
legislative liaison to the governor of Kentucky. He has also served as general
counsel and Deputy Commissioner of the Department of Agriculture. Mr. Sisney is
and has been active in numerous civic and charitable organizations.

Richard J. Frockt--Mr. Frockt was Chairman of the Board and Secretary of the
Company for the past five years until his resignation on August 6, 2004. Mr.
Frockt also served as President of the Company from June 29, 2004 until his
resignation on August 6, 2004. Mr. Frockt has a B.S. in History from Western
Kentucky University and a juris doctorate from the University of Louisville Law
School. He was a capital partner with the law firm Barnett and Alagia in
Louisville until 1986, when he became the Chief Operating Officer of TMC
Communications, a regional long distance telephone company in Santa Barbara,
California. Mr. Frockt founded WCT Communications, Inc. in 1989. He served as
Chairman of the Board and Chief Executive Officer of that company until 1995.

Janet C. Frockt--Ms. Clark Frockt was a Director of the Company for the past
five years until her resignation of August 6, 2004. Ms. Frockt has a B.A. in
Dramatic Arts from the University of California at Santa Barbara. She has
performed with the Wand'ring Minstrels Theatrical Group and Theatre A La Carte
in Louisville, Kentucky. Ms. Frockt is also the author, Assistant Director and
Producer of the film "Dominant Positions", an original screenplay filmed for
PBS. Ms. Frockt and Mr. Frockt are husband and wife.

Kenneth S. Berryman--Mr. Berryman was President of the Accounting USA division
from January 2003 through its distribution to shareholders in January 2004. Mr.
Berryman also served as acting Treasurer of the Company from August 2003 through
August 6, 2004. Mr. Berryman currently serves as President and Assistant
Secretary of AUSA, Inc., the successor to the Company's Accounting USA division,
and as a consultant to Lincoln. Prior to joining the Company, Mr. Berryman held
various executive management and consulting positions with several
technology-based growth companies. Mr. Berryman graduated from Syracuse
University in 1984 with a degree in Business Management.

The Board of Directors of the Company does not have an audit committee and the
only director that qualifies as a financial expert is Samir Masri. The Board of
Directors, when appropriate, fulfills the same functions as would an audit
committee.

CODE OF ETHICS

The Company has not adopted a Code of Ethics that applies to any of its
directors, officer or employees. Based on the liquidation of the Company's
operations and the impending sale of a controlling interest in the Company which
was completed on August 6, 2004, the Company determined that it was an
unnecessary use of its corporate time and resources to develop and adopt a Code
of Ethics at this time.


                                       11
<PAGE>


ITEM 10:  EXECUTIVE COMPENSATION

The directors received no compensation for meetings. The Company has no
outstanding equity based compensation plans, including stock option plans. No
stock, options or other equity of the Company has been issued to any director or
officer of the Company during the last two fiscal years and no option or other
right to acquire securities of the Company are currently outstanding.

<TABLE>
<CAPTION>
                                           SUMMARY COMPENSATION TABLE
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
NAME AND PRINCIPAL          YEAR                   SALARY                  BONUS                  OTHER COMPENSATION
POSITION
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                         <C>                    <C>                     <C>                    <C>
Thurman L. Sisney           2004                   $12,954                 $0                     $  9,492
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  President, Treasurer      2003                   $21,231                 $0                     $13,580
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                            2002                   $23,736                 $0                     $12,222
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Richard J. Frockt           2004                   $0                      $0                     $0
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  Acting President,         2003                   $0                      $0                     $0
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  Secretary                 2002                   $0                      $0                     $0
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Kenneth S. Berryman         2004                   $44,538                 $0                     $4,509
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  Acting Treasurer,         2003                   $33,200                 $0                     $3,146
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  President-AUSA div.       2002                   $0                      $0                     $0
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See ITEM 9 for information about the stock ownership of certain beneficial
owners and management. On August 6, 2004, directors Richard J. Frockt and Janet
Frockt and shareholders Salinas Investments Ltd., Pyramid Securities Ltd.,
Thurman L. Sisney, Russell Roth, Sandee Schuwolf, Sherleen Sisney, William T.
Tyrrell and Sheldon Gilman (Trustee for the Ryan Jeffrey Frockt Trust) entered
into a Stock Purchase Agreement with Nathan A. Low to sell 2,175 shares of
Common Stock in the Company. Shares sold by selling shareholders are as follows:

      1.    Salinas Investments, LTD., 402 shares

      2.    Pyramid Securities LTD, 402 shares

      3.    The Ryan Jeffrey Frockt Trust, Sheldon Gilman Trustee, 200 shares

      4.    Richard Frockt, 105 shares

      5.    Russell Roth, 55 shares

      6.    Sandee Schulwolf, 8 shares

      7.    Lee Sisney, 607 shares

      8.    Sherleen Sisney, 361 shares

      9.    William T. Tyrrell, 35 shares

This represents a total of 2,175 shares of the Company's 2,610 common shares
currently issued and outstanding or a total of 83.3%.

------------------------- ---------------------- -----------------------
Name  and   Address   of  Amount of Beneficial   Percent of Class
Beneficial Owner          Ownership
------------------------- ---------------------- -----------------------
Thurman L. Sisney         607 shares             23.25%
------------------------- ---------------------- -----------------------

------------------------- ---------------------- -----------------------
Richard J. Frockt         507 shares             19.43%
------------------------- ---------------------- -----------------------

------------------------- ---------------------- -----------------------
Janet C. Frockt           402 shares             15.40%
------------------------- ---------------------- -----------------------

------------------------- ---------------------- -----------------------
Sherleen S. Sisney        361 shares             13.83%
------------------------- ---------------------- -----------------------

All securities are the Company's no par common stock.


                                       12
<PAGE>


ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

            (a)   Exhibits:


EXHIBIT
 NUMBER       DESSCRIPTION OF DOCUMENT
 ------       ------------------------

      3.1   Amended and Restated Certificate of Incorporation. (Incorporated by
            reference from the annual report filed on Form 10-K for the
            reporting period ended July 31, 2003)

      3.2   Amended and Restated Bylaws. (Incorporated by reference from the
            annual report filed on Form 10-K for the reporting period ended July
            31, 2003)

      4.1   Specimen Common Stock Certificate. (Incorporated by reference from
            the annual report filed on Form 10-K for the reporting period ended
            July 31, 2003)

      10.1  Contract for the Sale of Real Property at 2211 Greene Way,
            Louisville, KY. (Incorporated by reference from the annual report
            filed on Form 10-K for the reporting period ended July 31, 2003)

      10.2  Asset Contribution And Stock Purchase Agreement Between Lincoln and
            Accounting USA. (Incorporated by reference from the annual report
            filed on Form 10-K for the reporting period ended July 31, 2003)

      16.1  Letter re: Change in Certifying Accountant. (Incorporated by
            reference from the annual report filed on Form 10-K for the
            reporting period ended July 31, 2003)

      23.1  Consent of Carpenter, Mountjoy & Bressler, Independent Auditors.

      31.1  Certification of Chief Executive Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002.

      31.2  Certification of Chief Financial Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002.

      32.1  Certification of the Chief Executive Officer pursuant to Section 906
            of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

      32.2  Certification of the Chief Financial Officer pursuant to Section 906
            of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

            (b)   Reports on Form 8-K (Reports on Form 8-K incorporated by
                  reference)

      (1)   Form 8-K filed September 22, 2003 reporting on the termination of
            Potter & Co. as the Company's auditors.

      (2)   Form 8-K filed November 6, 2003 reporting on the engagement of
            Carpenter, Mountjoy & Bressler as the Company's auditors.

      (3)   Form 8-K filed November 07, 2003 reporting on the sale of the 2211
            Greene Way office property.

      (4)   Form 8-K filed February 2, 2004 reporting the transfer to the
            stockholders of Lincoln of its Accounting USA assets.

      (5)   Form 8-K filed June 29, 2004 reporting the immediate resignation of
            Mr. Thurman L. Sisney as President, Treasurer, Chief Executive
            Officer, and Director of Lincoln.

      (6)   Form 8-K filed July 1, 2004 reporting the mutual termination of a
            Stock Purchase Agreement with Geneva Equities, Ltd.


                                       13
<PAGE>


ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the Company's
annual financial statements and review of financial statements included in the
Company's Form 10Q or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years are $22,235 and $41,248 (1), respectively.

AUDIT RELATED FEES

The aggregate fees billed for each of the last two fiscal years for assurance
and related services by the principal accountant that are reasonably related to
the performance of the audit or review of the Company's financial statements and
are not reported under Item 9(e)(1) of Schedule 14A for those fiscal years are
$0 and $0, respectively.

TAX FEES

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning for those fiscal years are $133 and $5,000, respectively.

ALL OTHER FEES

The aggregate fees billed for each of the last two fiscal years for products and
services provided by the principal accountant, other than the services reported
above in this Item 14 are $0 and $4,468, respectively.

The Board of Directors of the Company does not have a separate audit committee.
The Board of Directors does not have any policy regarding the pre-approval of
audit or non-audit related services by its accountants. (1) The fees are split
between current and former principal accountants $33,051 and $8,197,
respectively.


                                       14
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Lincoln International Corporation has duly caused this report to be
signed on its behalf, by the undersigned, President, Chief Executive Officer,
and Secretary, Derek L. Caldwell, and by its Treasurer, Chief Financial Officer,
and Assistant Secretary, Samir N. Masri, as thereunto duly authorized in the
City of Louisville, Commonwealth of Kentucky, on the 29th day of October, 2004.

                        LINCOLN INTERNATIONAL CORPORATION

                 /s/ DEREK CALDWELL
                 ----------------------------------------------------
                 By: Derek L. Caldwell, President and Chief Executive Officer


Date: October 29, 2004


                 /s/ SAMIR N. MASRI
                 ----------------------------------------------------
                 By: Samir N. Masri, Treasurer and Chief Financial Officer


Date: October 29, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of LINCOLN
INTERNATIONAL CORPORATION in the capacities and on the date indicated.


SIGNATURE                           TITLE

(1)   Principal Executive Officers

/s/ DEREK CALDWELL
--------------------------------------
By: Derek L. Caldwell, President and Chief Executive Officer


/s/ SAMIR N. MASRI
--------------------------------------
By: Samir N. Masri, Treasurer and Chief Financial Officer


(2)   Directors

/s/ DEREK L. CALDWELL
--------------------------------------
Derek L. Caldwell, Director


/s/ SAMIR N. MASRI
--------------------------------------
Samir N. Masri, Director


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