SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                   FORM 10-K/A


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


For fiscal year ended July 31, 2001                   Commission File No. 0-5767

                        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.)

      Suite 201, 2300 Greene Way
         Louisville, Kentucky                                            40220
(Address of principal executive office)                               (Zip Code)

Registrant's telephone number, including area code:  (502) 671-0010

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

          Title of each class                                  Name of each
                                                               exchange on which
                                                               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


<PAGE>


     State the aggregate market value of the voting stock held by non-affiliates
of the Registrant.  The aggregate market value shall be computed by reference to
the price at which the stock was sold,  or the average  bid and asked  prices of
such stock, as of a specified date within 60 days prior to the date of filing.

     No regular market exists for the stock.

     Indicate  the  number of  shares  outstanding  of each of the  Registrant's
classes of common stock, as of the July 31, 2001.


<PAGE>



                              Common (no-par) 8,787

                       DOCUMENTS INCORPORATED BY REFERENCE

                   (1)      Annual Report -- 2000-2001
                   (2)      Information Statement -- 2001

     Portions of the above Annual Report and Information  Statement to be issued
are hereby incorporated by reference into Parts II and III.


<PAGE>


                                     PART I


ITEM 1:  BUSINESS

     LINCOLN  INTERNATIONAL  CORPORATION  (LINCOLN),  incorporated  in 1960,  is
engaged in the  rental of  commercial  office  property  located in  Louisville,
Kentucky and in providing  bookkeeping and payroll  services to small and medium
sized businesses primarily in Louisville, Kentucky.

     On March 5, 1999 Lincoln  International  Corporation  closed on the sale of
the Bourbon Stock Yard real estate  located at 1048 East Main Street to the Home
of the Innocents,  Inc. for  $3,377,991,  net of sales expense.  All proceeds of
this sale were  deposited with an  intermediary  as required under United States
Code  Section  1031 in order to effect a deferral of capital  gains taxes on the
sale  proceeds.   In  redirecting  its  principle  line  of  business,   Lincoln
International  Corporation  purchased four (4) separate  parcels of property:  a
3,500 square foot office condominium  located at 11860 Capital Way for $282,500;
and on June 18, 1999 Lincoln  closed on the  purchase of real estate  located at
2200,  2211, and 2300 Greene Way,  Jeffersontown,  Kentucky for a total purchase
price of  $2,800,000.  On May 3, 2000  Lincoln  sold the 3500 square foot office
condominium  located at 11860 Capital Way. On January 31, 2001, the Company sold
the property  located at 2300 Greene Way. On May 30, 2001,  the Company sold the
property located at 2200 Greene Way. The Company  currently retains ownership of
the  property  located at 2211  Greene  Way,  although  the  Company is actively
attempting to sell this property.

     On August 5, 1999  Articles  of  Dissolution  for  Farmers  Friend  Mineral
Company, Inc. and Lincoln Finance Company, Inc. were filed with the Secretary of
State for the Commonwealth of Kentucky  thereby  dissolving the two subsidiaries
which  have  required  consolidated   financial  reports.  It  is  believed  the
dissolution  of these  two  corporations,  which  owned no  assets  and were not
operating in any way, will simplify the  accounting and lower  accounting  costs
for Lincoln International Corporation.

     On  January 4, 1999 an  intrastate  sale of  Lincoln  securities  as a Unit
Offering to Kentucky  residents was completed,  and pursuant to authorization of
the Board of Directors,  all Units  remaining  after the close of the offer were
made available for purchase by other existing  shareholders as determined solely
by the Board of  Directors.  The  shares  remaining  after  the close  were made
available and purchased as follows:

     1. 600 Units shall be  available  for purchase by Pyramid  Securities  LTD,
        P.O. Box 2185, Georgetown, Grand Cayman, British West Indies;

     2. 600 Units shall be available for purchase by Salina Investment LTD, P.O.
        Box 2185, Georgetown, Grand Cayman, British West Indies;

     3. 600 Units shall be available  for  purchase by the Ryan  Jeffrey  Frockt
        Trust;  Sheldon  G.  Gilman,  Trustee,  462 So. 4th  Avenue,  Suite 500,
        Louisville, Kentucky 40202;

     4. 150 shares shall be  available to Richard A. Dolin,  Director of Lincoln
        International Corporation,  5502 Tecumseh Circle,  Louisville,  Kentucky
        40207;

     5. 100 shares to Earl W. Winebrenner,  III and/or Holly  Winebrenner,  2342
        Village Drive, Louisville, Kentucky 40205;

     6. 150 shares to Russell Roth, Director,  7769 Spanish Lake Dr., Las Vegas,
        NV 89113;

     7. 427 shares to Thurman L.  Sisney,  Director  and  Chairman  of the Board
        and/or Sherleen Sisney, 8002 Montero Court, Prospect, Kentucky 40059.

     Total capital raised from the Unit Offering was $597,900.


<PAGE>


     On August 6, 1999 the Board of Directors of Lincoln approved the investment
of 1.5 million dollars in a newly formed  corporation,  Accounting USA, Inc. Mr.
Brian McDonald,  MBA/CPA had established a company known as Accounting Outsource
Solutions,  LLC,  within the  preceding 2 1/2 years.  Under a Merger  Agreement,
Accounting Outsource Solutions, LLC was contributed into Accounting USA, Inc. in
return for 25% of the equity.  Lincoln  International  Corporation in return for
its  investment  received 75% of the equity of Accounting  USA,  Inc.  which was
incorporated  in the State of Nevada on September  30, 1999. On December 1, 2000
Accounting  USA,  Inc.  merged into the  Company.  In exchange  for the minority
interest,  the Company  issued 600 shares of the  Company's  common stock to the
minority  interest.  Accounting USA, Inc.  provides  accounting/bookkeeping  and
payroll  services  for  small  to  medium  sized  businesses  primarily  in  the
Louisville  area. It does,  however,  service  clients outside of the Louisville
area  on a  limited  basis,  including  clients  in  Georgia,  Vermont,  and New
Hampshire.  Accounting USA, Inc. 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 in effect  non-existent  in the Louisville,
Kentucky 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, Inc. on a "real time"
basis.  Accounting USA, Inc.'s core functions are:  accounts  payable;  accounts
receivable;  payroll;  job cost;  bank  reconciliation;  time and  billing;  and
financial  statements.  Accounting USA, Inc. also provides  numerous  customized
financial  reports to its clients.  The primary  market  channels for Accounting
USA, Inc. are direct sales and business  partnerships with banks, CPA's or other
businesses.  The intent of Lincoln is to refine the services of Accounting  USA,
Inc.  and the  sales of those  services  so that it can be  replicated  in other
metropolitan  markets  around the country.  Management  believes the services of
Accounting USA, Inc. meets a unique market niche, particularly with the internet
access   available   to   its   clients.   Given   that   the   outsourcing   of
accounting/bookkeeping  can save clients an average of 30% to 40% of the cost of
doing  the  same  service  in-house,  it is  believed  by  management  that  the
outsourcing  concept of Accounting USA, Inc. has potential for future  expansion
and growth.  Accounting USA, Inc. 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.  Lincoln will continue to provide  assistance and
support to the start-up efforts of Accounting USA, Inc.

     In July,  2000 Lincoln  International  Corporation  was  approached  by the
Mountain Economic Development Fund (MEDF) of 201 South Main Street,  Winchester,
Kentucky 40391 through its Executive  Director,  Mr. Grant Satterly,  requesting
financing  assistance for Admiralty  Boats,  Inc.,  d/b/a Boats Ltd., a Kentucky
corporation  with its  principal  office  located at 3516  Willow  Spring  Road,
Lexington,  Kentucky  40509.  MEDF  requested  a loan in the sum of One  Hundred
Thousand Dollars  ($100,000.00) under a revolving line of credit for Boats, Ltd.
to increase their cash flow and allow more favorable purchasing of raw material.
Boats, Ltd. is in the business of manufacturing  bass fishing boats and sporting
boats  varying in sizes  from 15 feet to 22 feet.  MEDF is an  affiliate  of the
Christian  Appalachian  Project which is well known and reputable in its efforts
to retain and/or to create jobs in the  Appalachian  areas of Kentucky.  On July
13, 2000 the company  extended a one (1) year revolving line of credit to Boats,
Ltd.  for One Hundred  Thousand  Dollars  ($100,000).  Loan  proceeds  are to be
advanced based upon a pre-determined  ninety (90) percent of the  manufacturer's
cost to  manufacture.  Lincoln  receives a perfected,  secured  interest in each
boat.  The security  interest is released only upon the sale of each  respective
boat and upon receipt of one hundred (100) percent of the  manufacturer's  total
cost.  Lincoln  has the  exclusive  right to extend  the line of  credit  for an
additional one (1) year term. Management does not intend for lending to become a
principal part of its business.


<PAGE>


EMPLOYEES:

     As of July 31, 2001, LINCOLN employed twenty-eight (28) employees.


ITEM 2:  Properties

     The following are the various  properties  owned or leased by LINCOLN as of
July 31, 2001.

<TABLE>
<CAPTION>


                                                                               LEASE
                                                      APPROXIMATE              EXPIRATION
                           TYPE OF                    SQUARE FEET              DATE (RENEWAL
LOCATION                   PROPERTY                  FLOOR SPACE               OPTIONS)
<S>                        <C>                       <C>                       <C>

                         LINCOLN ADMINISTRATIVE OFFICES



Louisville, KY             Offices                   5,111 sq. feet.           Leased (Expires
                                                                               May 2002 and
                                                                               March 2004)

                                RENTAL PROPERTIES

Louisville, KY             Office Spaces             15,800 sq. feet.          Owned


                       * * * * * * * * * * * * * * * * * *

</TABLE>



     The properties listed above are suitable and adequate for the various needs
they supply.


ITEM 3:  Legal Proceedings

Litigation Report. On March 23, 1999, two minority shareholders, Mr. Merle
Brewer and Ms. Sarah Forree, filed a lawsuit in the United States District
Court, Western District of Kentucky, Louisville Division against Lincoln
International Corporation, and individuals Thurman L. Sisney, David Barhorst
(who resigned June of 1998) and Mr. Richard Dolin (deceased in February of
1999). The case is styled: Civil Action No. 3:99CV-178-S. On May 18, 1999,
Lincoln International Corporation filed a Motion to Dismiss the complaint
alleging that there are no questions of law nor facts substantiating the
allegations in the complaint. A response to the Motion to Dismiss was filed by
the plaintiffs on July 8, 1999. On June 30, 1999, the plaintiffs filed a Motion
to Amend the complaint to substitute another plaintiff in place of one of the
original plaintiffs, Sarah Forree. On December 23, 1999 the Court granted the
plaintiff's Motion and allowed Terry Kennedy to be substituted for Sarah Forree.
On February 18, 2000 the company filed an Amended Motion to Dismiss. Defendants
have also raised in their motion to Amend the complaint the allegation that
notice of dissenters rights should have been provided in the reverse split that
concluded on April 5, 1998. On December 20, 2000 the Court entered an Order
Dismissing Count X of the Plaintiffs Amended Complaint for failure to state a
claim upon which relief could be granted pursuant to Fed. R. Civ. P. 12(b)(6)
and denied the company's Motion with respect to dismissing the remainder of the
Plaintiffs Amended Complaint. The Court's dismissal of Count X of the Complaint
in effect validated the reverse split of the company completed on April 5, 1998.


<PAGE>


     On July 17, 2001, the company entered into a Settlement  Agreement with the
two named Plaintiffs Terry Kennedy and Merle Brewer and their legal counsel.  In
the settlement the company agreed to give each named Plaintiff stock  equivalent
to a value of $2,000,  and the Plaintiffs would have a thirty-day option to sell
that stock back to the company for $2,000. The value of the stock would be based
upon the last listed trade value as listed on NASDAQ.  Further, any shareholders
who tendered  their stock in the Tender Offer in 1997 will be notified that they
will have the opportunity to buy back stock of the company at a price of $120.00
per share (or $0.30  per share at the  pre-split  value)  the value at which the
stock was sold in the  Tender.  In regard to those who sold stock as part of the
Reverse Split in 1998, the company will allow those  shareholders to buy back in
also at the same rate i.e.  $120.00 per share (or $0.30 of the pre-split  value)
if they so desire.  As part of the settlement Lee Sisney will put up half of the
stock to be sold to  those  who  choose  to buy back  into the  company  and the
company  will put up the  other  half.  Also,  the  legal  fees  for  Plaintiffs
attorneys  will be paid in an  amount  not to  exceed  $74,500  as  verified  as
concurrent  with the  work  that was  done up to and  including  the  settlement
agreement.  At this time the Company is preparing  for a Fairness  Hearing to be
held  on  November  20,  2001.  If  final  approval  by the  Court  is  granted,
Shareholders  defined as Class A and Class B  Shareholders  will have 30 days to
repurchase company stock.


ITEM 4:  Submission of Matters to a Vote of Security Holders

     The items to be voted on at the  annual  meeting  which will be held on the
1st day of December, 2001, are as follows:

         (1) Election of directors and

         (2) Transaction of any other business as may properly come before the
             meeting or any adjournment thereof.


<PAGE>


                                     PART II

ITEM 5:  Market for Registrant's Common Stock and Related Stockholder Matters

(1)      There does not exist at the present time any regular market for any
         common stock of the Registrant.


ITEM 6:  Selected Financial Data

<TABLE>
<CAPTION>

                                                            Years ending July 31
                                     ___________________________________________________________________
                                       2001           2000           1999          1998          1997
                                     _________      _________      _________     _________     _________
<S>                                  <C>              <C>            <C>           <C>           <C>

Revenues                             1,137,268        692,942        190,050       297,459       292,719

Income (loss) before
   extraordinary items                (516,830)      (500,914)     1,474,483       (72,688)     (154,577)

Net income (loss)                     (516,830)      (500,914)     1,474,483       (72,688)     (154,577)

Other comprehensive income
   (loss):

   Unrealized loss on
      investment                      (250,000)             0              0             0             0

Earnings (loss) per
   common share:

   Income (loss) before
      extraordinary items               (60.58)        (62.83)        235.64        (17.16)       (38.71)

   Net income (loss)                    (60.58)        (62.83)        235.64        (17.16)       (38.71)

Cash dividends                               0              0              0             0             0

Total assets                         2,730,518      3,786,349      3,690,394     1,147,311     1,236,802

Long-term obligations                  573,320         85,511              0       380,205       385,511

Gain (loss) on sale of property,
   equipment, and operating
   assets                              296,192        (12,884)     2,359,078             0        24,999

</TABLE>


<PAGE>


ITEM 7:  Management's Discussion and Analysis of Financial Conditions and
         Results of Operations

     The  results  and  the  nature  of  operations  for  the  company   changed
dramatically from 1998 through January 31, 2001. Until March 5, 1999 the company
had  owned  and  operated  The  Bourbon   Stockyard,   a  livestock  auction  on
approximately 21 acres of land situated in downtown  Louisville,  Kentucky.  The
cattle  market was changing  significantly  as fewer  livestock  producers  were
taking their livestock to auctions such as those operated by the company.  There
was a definite  increasing  trend of selling directly to purchasers or end users
such as packing and slaughterhouses. In July of 1995, the company entered into a
ten-year  operating  lease with  Michigan  Livestock  Exchange in East  Lansing,
Michigan, an agriculture  cooperative with sales nearing One Billion Dollars and
vast expertise in the livestock business. It was assumed that Michigan Livestock
Exchange,   under  the  10-year  Lease  Management   Agreement,   could  provide
significantly more capital resources and expertise than the company itself could
provide over the succeeding  ten years.  The stockyard  facilities  necessary to
operate the auction covered  approximately  sixteen acres of the total 21 acres,
and were in dire need of repairs.  It was anticipated that capital  expenditures
to  maintain  the  facilities  would rise  significantly  just to  maintain  the
property/facilities  in order to  remain  certified  by the U.S.  Department  of
Agriculture  and the  Commonwealth  of  Kentucky.  The lease  proceeds  from the
property were  originally  $18,000 per month under the management  agreement and
this was subsequently reduced to $13,000 per month as a result of the settlement
of litigation.  This cash flow was sufficient to meet the current obligations of
the company,  which in fiscal 1998 were approximately $197,000 since the company
had only one employee,  rented minimal  office space,  and its only debt service
was on a mortgage  note  payable of $380,205  with  monthly  payments of $3,283.
Accordingly,  the  proceeds  from leases  related to the  property  provided the
necessary  liquidity  into the near and  longer  term  future  in order to allow
management  the time to develop other sources of revenue from the property or to
develop the  portions of the  property  not  required by the  livestock  auction
operations.

     On May 4, 1998, the Board of Directors of the company approved,  but put on
hold, an Intrastate  Stock Offering aimed at raising a minimum of $400,000 to be
used for working  capital and capital  expenditures  related to maintaining  the
property for  operations and at the same time,  developing  warehouses or office
rental space on the  perimeter of the property.  By the end of fiscal 1998,  the
company had been  approached by Home of the  Innocents,  Inc., a  not-for-profit
health care provider to special needs  children,  with an expressed  interest in
purchasing 5 to 7 acres of the site.  The company did not desire to break up the
property  and thereby  diminish  its value and the company had serious  concerns
about  environmental  issues  because of past uses of the property,  for example
about 6 acres had been used as a railroad bed for many decades. Accordingly, the
company later  proceeded  with an Intrastate  Stock  Offering  which  culminated
January 4, 1999,  raising  $597,000  in capital to be used for  maintenance  and
improvements,    construction   of   possible    rentable    warehouses   and/or
office/warehouse  on the  portion  of the  property  not  used in the  livestock
auction operations.

     In late 1998, the company received an offer to purchase part of the Bourbon
Stock Yard real estate. On March 5, 1999 Lincoln International  Corporation sold
The Bourbon Stockyards providing  $3,377,991 in capital net of expenses.  Out of
those sale proceeds the first Mortgage on the property to Stock Yard Bank in the
amount of $385,605 was paid off. The company began evaluating various investment
and acquisition options.

     Faced with  significant  capital  gains on the sale proceeds as well as the
lost revenue  stream from leasing the property,  the company  sought to purchase
professional office rental property under United States Code Section 1031, which
allows deferral of capital gains if the sales proceeds are timely  reinvested in
property.  Accordingly, on May 3, 1999 the company purchased a 3,500 square foot
office/warehouse at 11860 Capital Way in Louisville,  Kentucky. Then on June 18,
1999 the company  purchase  approximately  44,311  square  feet of  professional
office space in three (3) buildings  located at 2200,  2310, and 2211 Greene Way
in  Louisville,  Kentucky.  The combined  gross  revenue from the four pieces of
property had the potential to generate  gross revenue of $560,694 or $332,488 in
revenue net of expenses using historically provided expenses representing 37.77%
of gross income.  This represented a cash flow larger than existed under leasing


<PAGE>


the  livestock  auction  business  and  more  than  adequate  to  meet  existing
obligations  and long  term  obligations,  given  the  company  had only one (1)
employee and at that time, no debt.

     The  company  received a One Million  Dollar  line of credit,  secured by a
mortgage  against the property  located at 2200, 2300, and 2211 Greene Way to be
used for property  improvement,  working capital and expenses related to seeking
new opportunities for the company. The acquisitions of commercial real estate by
the  company  resulted in a revenue  stream and  improved  liquidity.  They also
represent a capital  resource,  which if subsequently  sold, could result in the
capital  gains  from such sale  being  totally  obviated  by the  company's  net
operating  losses. It was anticipated the $1,000,000 line of credit could easily
be  converted  to a  long-term,  fixed  rate  mortgage  given  the fact that the
property purchased for $2,800,000 at 2200, 2211, and 2300 Greene Way had no debt
against it other than that represented by the line of credit.

     On August 6,1999 the Board of Directors of Lincoln  approved the investment
of up to 1.5 million dollars in a newly formed corporation, Accounting USA, Inc.
Mr.  Brian  McDonald,  MBA/CPA had  established  a company  known as  Accounting
Outsource  Solutions,  LLC,  within the  preceding  2-1/2 years.  Under a Merger
Agreement,  Accounting  Outsource  Solutions,  LLC was converted into Accounting
USA, Inc. in return for 25% of the equity. Lincoln International  Corporation in
return for its  investment  received 75% of the equity of Accounting  USA. Inc.,
which was incorporated in the State of Nevada on September 30, 1999.  Accounting
USA,  Inc.  provides  accounting/bookkeeping  and payroll  services for small to
medium sized  businesses  primarily in the  Louisville  area. It does,  however,
service  clients  outside of the Louisville  area on a limited basis,  including
clients in  Georgia,  Vermont,  and New  Hampshire.  Accounting  USA,  Inc.  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 in effect non-existent in the Louisville,  Kentucky area. Many small
to  medium  sized   businesses   employ   in-house   personnel  to  perform  the
accounting/bookkeeping  responsibility  although  this  is  usually  done  on  a
historical  basis as compared  with or  contrasted  to the services  provided by
Accounting  USA,  Inc.  on a "real  time"  basis.  Accounting  USA,  Inc.'s core
functions are: accounts payable;  accounts  receivable;  payroll; job cost; bank
reconciliation; time and billing; and financial statements. Accounting USA, Inc.
also provides numerous customized  financial reports to its clients. The primary
market  channels  for  Accounting  USA,  Inc.  are  direct  sales  and  business
partnerships with banks, CPA's or other businesses.  The intent of Lincoln is to
refine the services of Accounting  USA, Inc. and the sales of those  services so
that it can be  replicated  in other  metropolitan  markets  around the country.
Management  believes the services of Accounting  USA, Inc. meets a unique market
niche,  particularly  with the Internet access  available to its clients.  Given
that the outsourcing of  accounting/bookkeeping  is estimated to save clients an
average  of 30% to 40% of the cost of doing  the same  service  in-house,  it is
believed by management that the outsourcing  concept of Accounting USA, Inc. has
potential for future expansion and growth. Accounting USA, Inc. 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.  Lincoln will
continue to provide assistance and support to the start-up efforts of Accounting
USA, Inc.

Results of Operations

     The primary  focus of the company  over the last two years has been to move
Accounting USA, Inc. to a break-even point.


<PAGE>


STATEMENT OF INCOME

Accounting service fee revenue increased by 138.3% during this last fiscal year,
based upon accounting service fee revenues of $347,155 and $827,227 respectively
for fiscal years July 31, 2000 and 2001. Two primary factors contributed to this
significant  increase in revenues.  First of all, the company's  selling process
shifted from direct  selling to  referral-based  selling.  In other  words,  the
company directed its sales staff to develop new client  opportunities by working
with key  referral  partners  such as  CPA's  and  bankers  as  opposed  to more
traditional  direct  selling  techniques.   Secondly,  the  company  acquired  a
bookkeeping  firm during the last  fiscal  year,  thus  adding  this  accounting
service  revenue to its  revenue  stream.  The  average  monthly  growth rate in
accounting service fee revenue for fiscal year July 31,2001 has been $3,500. The
company  increased  its  service fee rate on new  accounts  sold during the last
quarter of the fiscal year ended July 31, 2001.  The company  will  increase its
billing  rate,  on average,  by another 5% during the fiscal year July 31, 2002.
This rate increase is not expected to impact the company's growth rate, which is
projected  to  increase  monthly  by an  average  of  $4,000 in  additional  new
revenues.

The  company's  two  most  significant  cost  of  sales  areas,  the  accounting
department and the payroll department,  both reflected a significant  percentage
decrease relative to their relationship to accounting  service fee revenue.  The
accounting  department  cost did increase  from  $298,073 for the fiscal  period
ended July 31, 2000 to $560,745 for the fiscal  period ended July 31, 2001,  but
as a percentage  of service  revenue the  accounting  department  cost fell from
85.8% of sales to 67.8% of sales. Consistent with the accounting department, the
payroll  department  cost did increase from $100,344 for the fiscal period ended
July 31, 2000 to $167,143 for the fiscal  period  ended July 31, 2001,  but as a
percentage  of service  revenue the payroll  department  cost fell from 28.9% of
sales to 20.2% of  sales.  Increased  efficiencies  in  processing  methods  and
improved management techniques were important reasons for this improvement.  The
company has concluded  that even though the payroll  department  demonstrated  a
marked improvement in its cost relationship to revenues, this department will be
closed during fiscal year July 31, 2002.  The payroll  service  bureau  services
will be performed by a strategic  payroll partner of the company at a cost at or
below the prior internal cost to the company.

Sales and marketing cost increased from $186,749 in fiscal year July 31, 2000 to
$248,480  in fiscal year July 31, 2001 or a $61,731  increase.  The  majority of
this  increase  related to  advertising  cost that  increased  by $35,378 in the
fiscal year July 31, 2001. The company has determined these advertising programs
were largely ineffective and therefore they will not be continued in fiscal year
July 31,  2002.  The company  also  reduced the average  size of its sales force
during the last  quarter  of fiscal  year July 31,  2001,  in order to focus its
energies on the  referral-based  sales  channels,  which  require  less  overall
coverage than the direct selling programs of the past.

Depreciation  expense  increased  from  $67,190 in fiscal  year July 31, 2000 to
$110,751  in fiscal year July 31,  2001.  The  current  fiscal year  increase in
depreciable assets of approximately  $72,000 along with a full year depreciation
expense for assets acquired during fiscal year July 31, 2000 contributed to this
64.8% increase.

Other  notable  operating  cost  increases  include  delivery  cost, or the fees
associated  with the  delivery of the  company's  accounting  processing  to the
clients. This fee increased by $39,140 from July 31, 2000 to July 31, 2001. This
fiscal year July 31, 2001 delivery cost  represented  5.9% of sales for the same
period ended. The company is evaluating new delivery methods to reduce this cost
below 5% of the service revenue program.

General and administrative  cost increased from $269,133 in fiscal year July 31,
2000 to $331,588 during fiscal year July 31, 2001, or a 23.2%  increase.  During
fiscal year July 31, 2001,  the company  expanded its  corporate  office  square
footage,  incurred  some  additional  office  equipment  expense  cost and had a


<PAGE>


relatively large increase in its employee  acquisition cost. The company expects
a relatively modest increase in these general and administrative costs in fiscal
year July 31, 2002, compared to this large increase during July 31, 2001.

The company paid  incentive  awards  during  fiscal year July 31, 2001  totaling
$34,373 to key staff,  supervisors and managers.  No inventive  awards were paid
during the fiscal year July 31, 2000.

BALANCE SHEET

The  company's  accounts   receivable   increased  by  58.3%,  based  upon  open
receivables at July 31, 2000 of $55,053  compared to open receivables of $87,164
at July 31, 2001.  Given the 132% increase in sales, the company did a solid job
of collecting accounts during the current fiscal period.

Net  depreciable  assets  actually  declined  during the current  fiscal year as
depreciation  expense of  $110,751  exceeded  the  capital  asset  additions  of
$71,845.  The company expects to continue this trend during fiscal year July 31,
2002,  since the vast  majority of  technology  assets  including  hardware  and
software have already been acquired and placed in service.

The company is amortizing an intangible asset referred to as Capitalized  Client
Listing during fiscal year July 31, 2001 for the first time  associated with the
acquisition of the bookkeeping  service.  This intangible  asset had an original
basis of $123,000 and was amortized  during fiscal year July 31, 2001  producing
amortization expense totaling $25,656.

Accounts payables actually declined from their July 31, 2000 position of $54,118
to their July 31, 2001 position of $43,439.

The  company  received  capital  injections  in the form of cash from its parent
company in the amount of $720,000 during fiscal year July 31, 2001.

ACQUISITION OR DISPOSITION OF ASSETS

     On January  31,  2001,  the Company  sold the real  estate  located at 2300
Greene Way for $1,062,500.  On May 30, 2001 the company also sold for $1,250,000
a commercial property located at 2200 Greene Way. Currently the property located
at 2211 Greene Way is listed for sale for a sale price of $1,375,000.

LIQUIDITY AND CAPITAL NEEDS

     The company  currently  has  approximately  $975,000 in cash with a debt of
approximately  $495,000  on 2211  Greene  Way.  The  property  is listed  and is
anticipated  that it could be sold within the year.  The  company has  available
approximately  $1,250,000  -  $1,500,000  that would be used to inject as needed
into  Accounting USA, Inc. It is expected that Accounting USA, Inc. will reach a
break-even  point on or before  the end of  fiscal  year  July 31,  2002.  It is
believed,  based upon current  projections no more than $150,000 is needed to be
invested in  Accounting  USA,  Inc.  Accordingly,  the company has available the
liquidity and additional  capital  necessary to reach a point where losses cease
and Accounting USA, Inc. can be taken to the next level.


<PAGE>


LITIGATION

     On March 23.  1999,  two  minority  shareholders,  Merle  Brewer  and Sarah
Porree, filed a lawsuit in the United States District Court, Western District of
Kentucky  Louisville  Division against Lincoln  International  Corporation,  and
individuals  Thurman L, Sisney,  David  Barhorst (who resigned June of 1998) and
Mr.  Richard  Dolin  (deceased in February of 1999).  The case is styled:  Civil
Action No.  3:99CV-178-S.  On May 18, 1999,  Lincoln  International  Corporation
filed a Motion to Dismiss the complaint  alleging that there are no questions of
law nor facts substantiating the allegations in the complaint. A response to the
Motion to Dismiss was filed by the Plaintiffs on July 8, 1999. On June 30, 1999,
the  Plaintiffs  filed a Motion to Amend the  Complaint  to  substitute  another
Plaintiff in place of one of the original Plaintiffs,  Sarah Forree. On December
23, 1999 the Court granted the  Plaintiff's  Motion and allowed Terry Kennedy to
be substituted as a Plaintiff for Sarah Forree. On February 18, 2000 the company
filed an Amended Motion to Dismiss.  Defendants have also raised in their Motion
to Amend the Complaint the allegation  that notice of dissenter's  rights should
have been  provided in the reverse  split that  concluded  on April 5, 1998.  On
December  20,  2000  the  Court  entered  an  Order  Dismissing  Count  X of the
Plaintiffs  Amended  Complaint  for  failure to state a claim upon which  relief
could be granted  pursuant to Fed. R. Civ. P.  12(bX6) and denied the  company's
Motion with  respect to  dismissing  the  remainder  of the  Plaintiffs  Amended
Complaint. The Court's dismissal of Count X of the Complaint in effect validated
the reverse split of the company completed on April 5, 1998.

     On July 17, 2001, the company entered into a Settlement  Agreement with the
two named Plaintiffs Terry Kennedy and Merle Brewer and their legal counsel.  In
the settlement the company agreed to give each named Plaintiff, stock equivalent
to a value of $2,000,  and the Plaintiffs would have a thirty-day option to sell
that stock back to the company for $2,000. The value of the stock would be based
upon the last listed trade value as listed on NASDAQ.  Further, any shareholders
who tendered their stock in the Tender Offer, in 1997 will be notified that they
will have the opportunity to buy back stock of the company at a price of $120.00
per share (or $0.30  per share at the  pre-split  value)  the value at which the
stock was sold in the  Tender.  In regard to those who sold stock as part of the
Reverse Split in 1998, the company will allow those  shareholders to buy back in
also at the same rate i.e.  $120.00 per share (or $0.30 of the pre-split  value)
if they so desire.  As part of the settlement Lee Sisney will put up half of the
stock to be sold to  those  who  choose  to buy back  into the  company  and the
company  will put up the  other  half.  Also,  the  legal  fees  for  Plaintiffs
attorneys  will be paid in an  amount  not to  exceed  $74,500  as  verified  as
concurrent  with the  work  that was  done up to and  including  the  settlement
agreement.  At this time tine company is preparing a Fairness Hearing to be held
on November 20, 2001.  If final  approval by the Court is granted,  Shareholders
defined  as Class A and Class B  Shareholders  will  have 30 days to  repurchase
company stock.

ITEM 8: Consolidated Financial Statements and Supplementary Data

     The  response to this item is contained  within a separate  section of this
report.

ITEM 9: Changes in and Disagreements with Accountants

     None.


<PAGE>


                                    PART III

ITEM 10:

NAME, PRINCIPAL OCCUPATION AND OTHER POSITIONS WITH LINCOLN FOR LAST 5 YEARS


                                                              SHARES OWNED AS
DIRECTORS                           SINCE                      OF 07/31/2001


Thurman L. Sisney,
President
Director                             1994                          2,906 (2)

Richard Jay Frockt
Chairman of the Board
Director                             1997                          1,208 (1)

Brian McDonald
Secretary                            2000                             600

Russell R. Roth
Treasurer
Director                             1997                             165

Janet Clark Frockt
Director                             1997                          1,207 (1)
                                                                   _____
Officers & Directors as a group                                    6,086

     (1) Richard  Frockt,  a Director of the Company,  is the  beneficiary  of a
tax-deferred annuity which, in turn, is the owner of all the outstanding capital
stock of Salina  Investment LTD, the record holder of 1,208 shares. In addition,
Janet Frockt,  the wife of Richard Frockt and a Director of the Company,  is the
beneficiary  of a tax-deferred  annuity which,  in turn, is the owner of all the
capital stock of Pyramid  Securities LTD, the record holder of 1,207 shares. Mr.
Frockt disclaims any beneficial  ownership  interest in the shares to which Mrs.
Frockt is the  beneficiary.  Mrs.  Frockt  disclaims  any  beneficial  ownership
interest in the shares to which Mr. Frock is the beneficiary.  Further, the Ryan
Jeffrey Frockt Trust,  Sheldon  Gilman,  Trustee,  is the owner of 600 shares of
Lincoln  International  Corporation  stock.  Ryan Jeffrey  Frockt is the legally
emancipated  son of  Richard  Jay Frockt and Janet  Clark  Frockt,  both of whom
disclaim any beneficial  ownership in the shares to which Ryan Jeffrey Frockt is
beneficiary.

     (2) Mr. Sisney claims beneficial interest in 1055 shares of the Company.


<PAGE>


BUSINESS HISTORY OF DIRECTORS

     Thurman  L.  Sisney--Mr.  Sisney  is  President  of  Lincoln  International
Corporation. 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. Mr. Sisney has been President of Lincoln International
Corporation since October of 1994.

     Janet  Clark  Frockt--Ms.  Clark  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.

     Richard  Jay  Frockt--Mr.  Frockt  is  Chairman  of the  Board  of  Lincoln
International  Corporation.  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.

     Brian McDonald - Mr. McDonald is Secretary of the Company.  Mr. McDonald is
a 1980 graduate of Indiana  University in Bloomington,  Indiana,  earning a B.S.
degree in Accounting. Mr. McDonald later became a certified public accountant in
the states of Indiana and Kentucky.  Mr.  McDonald  earned his masters degree in
business  administration  from Indiana University in 1998. Mr. McDonald's career
has  included  three  years in public  accounting  with  KPMG,  five  years as a
corporate  controller  with Mid State Paving,  nine years as the chief financial
officer of Hughes Group, Inc. In 1997, Mr. McDonald founded Accounting Outsource
Solutions,  LLC, a company developed to provide outsourced  accounting  services
for small  businesses.  In 1999, Mr. McDonald and Lincoln  International  Corp.,
co-founded  Accounting  USA to continue the business of  outsourcing  accounting
servicing to small businesses.

     Russell R.  Roth--Mr.  Roth is Treasurer of the Company.  Mr. Roth earned a
B.S. in Economics  from the  University of Kansas and an MBA in Finance from the
University  of  Michigan.  He has  served as Chief  Financial  Officer of Cessna
Aircraft Company which merged into General Dynamics Corporation in 1986. He then
became Chief Financial Officer of Sotheby Holdings, Inc., an art auction company
with headquarters in New York City. Mr. Roth founded Las Vegas Investment Report
in 1993. This publication reported upon and analyzed the gaming industry and was
closed in December,  1999. Mr. Roth is currently  President of Las Vegas Gaming,
Inc., a gaming supply company.

ITEM 11:

     The directors  received no compensation  for meetings.  The travel expenses
for 2000-2001 were $2,922. Brian McDonald received salary of $108,054 during the
year ended July 31, 2001.

ITEM 12 and ITEM 13:

     LINCOLN  intends to file an  Information  Statement  pursuant to Regulation
14(c)  which  contains  all  of the  information  required  by  Part  III  which
information is incorporated herein by reference.


<PAGE>


                                     PART IV

ITEM 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K

     Part IV which relates to Item 14 concerning  exhibits,  financial statement
schedules  and  reports  is hereby  amended to include  the  following  items by
reference.

     (3)  Articles of  Incorporation  and  By-Laws:  The articles and by-laws of
Lincoln International  Corporation were filed as a part of its Form 10 filing in
September of 1971.

     (4) Form 8-K filed  September,  1991,  reporting  sale and  disposition  of
assets of Lincoln Finance  Company,  Inc. to Kentucky Finance Co., Inc. of three
(3) of the four (4) finance companies operated by Registrant.

     (5) Articles of Merger of majority held subsidiary,  Professional Services,
Inc., into Registrant as filed on Form 10K for fiscal year 1991-1992.

     (6) Form 10-K - 1995 (1) A copy of the lease agreement dated July 15, 1995,
between  LINCOLN  INTERNATIONAL  CORPORATION  and  Kentucky  Livestock  Exchange
(BOURBON STOCKYARDS  OPERATIONS) a division of Michigan Livestock  Exchange,  et
al.

     (7)  Form  8-K -  1997  (1) A copy  of the  amendment  to the  Articles  of
Incorporation eliminating classes of stock.

     (8) Form 8-K filed February 2001  reporting sale of commercial  rental real
estate building.

     (9) Form 8-K filed  June 2001  reporting  sale of  commercial  rental  real
estate building.

     Financial  data  and  schedules  are  submitted  separately  as a  separate
schedule and are attached hereto.


<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  and Chief
Executive Officer, Thurman L. Sisney, and by its Secretary, and Treasurer, Brian
McDonald,  as thereunto duly authorized in the City of Louisville,  Commonwealth
of Kentucky, on the 7th day of November , 2001.


                                        LINCOLN INTERNATIONAL CORPORATION


                                        ________________________________________
                                        By: Thurman L. Sisney, President

                                        Date:___________________________________



     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


     _____________________________
     Thurman L. Sisney                                President



     _____________________________
     Richard Jay Frockt                               Chairman of the Board



     _____________________________
     Russell R. Roth                                  Treasurer



     (2)  Directors



     _____________________________
     Thurman L. Sisney                                Director



     _____________________________
     Richard Jay Frockt                               Director



     _____________________________
     Janet Clark Frockt                               Director



     _____________________________
     Russell R. Roth                                  Director


<PAGE>














                        LINCOLN INTERNATIONAL CORPORATION

                             ANNUAL REPORT FORM 10-K




















<PAGE>






INDEPENDENT AUDITOR'S REPORT



The Board of Directors and Stockholders
Lincoln International Corporation
Louisville, Kentucky

We have audited the balance sheets of Lincoln  International  Corporation listed
in the  accompanying  index to Financial  Statements (Item 14(a)) as of July 31,
2001  and  2000,  and  the  related   statements  of   operations,   changes  in
stockholders'  equity,  and cash flows for each of the three years in the period
ended July 31, 2001. 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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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 report,  previously issued on the 2001 financial statements,  we referred
to a departure from generally accepted accounting principles in that the Company
carried its investment in an untraded company at cost.  However, as disclosed in
Note 25 to the financial statements, the Company has restated its 2001 financial
statements  to  reflect  the  investment  at  fair  value,  in  conformity  with
accounting principles generally accepted in the United States of America.

In our opinion,  the financial  statements  listed in the accompanying  Index to
Financial Statements (Item 14(a)) present fairly, in all material respects,  the
financial position of Lincoln International  Corporation as of July 31, 2001 and
2000, and the results of its operations and its cash flows for each of the three
years  in the  period  ended  July  31,  2001,  in  conformity  with  accounting
principles generally accepted in the United States of America.




POTTER & COMPANY, LLP
Louisville, Kentucky
October 18, 2001


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION

                          Index to Financial Statements

                                   Item 14(a)



The  following   consolidated  financial  statements  of  Lincoln  International
Corporation and subsidiaries are incorporated by reference in Item 8:

         Balance sheets - July 31, 2001 and 2000

         Statements of operations - years ended July 31, 2001, 2000, and 1999

         Statements  of changes in  stockholders'  equity - years ended July 31,
         2001, 2000, and 1999

         Statements of cash flows - years ended July 31, 2001, 2000, and 1999

         Notes to financial statements


Supporting schedules for the three years ended July 31, 2001, 2000, and 1999:

         II - Valuation and qualifying accounts and reserves


All other schedules are omitted since the required information is not present or
is not present in amounts sufficient to require  submission of the schedule,  or
because the  information  required is  included  in the  consolidated  financial
statements and notes thereto.


<PAGE>




<TABLE>
<CAPTION>


                                                                                                            SCHEDULE II


                                       LINCOLN INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                         VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                            Years ended July 31, 2001, 2000, and 1999


             Column A                     Column B               Column C                Column D            Column E
____________________________________     __________     ___________________________     ___________         ___________
                                                                 Additions
                                                        ___________________________
                                         Balance at     Charged to      Charged to
                                          Beginning     Costs and      Other Accts.     Deductions-         Balance at
            Description                    of Year       Expenses        Describe        Describe           End of Year
____________________________________     __________     __________     ____________     ___________         ___________
<S>                                      <C>            <C>            <C>              <C>                 <C>

Year ended July 31, 2001
     Reserves deducted from assets:
        Allowance for losses:
           Accounts receivable           $    8,195     $      400     $          0     $     8,195 (A)     $       400
           Note receivable                        0         35,100                0               0              35,100
                                         __________     __________     ____________     ___________         ___________

                                         $    8,195     $   35,500     $          0     $     8,195         $    35,500
                                         ==========     ===========    ============     ===========         ===========

Year ended July 31, 2000
     Reserves deducted from assets:
        Allowance for losses:
           Accounts receivable           $        0     $    8,195     $          0     $         0         $     8,195
                                         ==========     ==========     ============     ===========         ===========

Year ended July 31, 1999
     Reserves deducted from assets:
        Allowance for losses:
           Accounts receivable           $        0     $        0     $          0     $         0         $         0
                                         ==========     ==========     ============     ===========         ===========

</TABLE>


<PAGE>












                                               LINCOLN INTERNATIONAL CORPORATION

                                                        FINANCIAL STATEMENTS AND
                                                    INDEPENDENT AUDITOR'S REPORT

                                                   July 31, 2001, 2000, and 1999









<PAGE>



                        T A B L E   O F   C O N T E N T S
                        _________________________________


Independent Auditor's Report                                                 1


Balance Sheets                                                               2


Statements of Operations                                                     3


Statements of Changes in Stockholders' Equity                                4


Statements of Cash Flows                                                 5 - 6


Notes to the Financial Statements                                        7 - 19



<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,  2001  and  2000,  and the  related  statements  of
operations,  changes  in  stockholders'  equity,  and cash flows for each of the
three years in the period ended July 31, 2001.  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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 report,  previously issued on the 2001 financial statements,  we referred
to a departure from generally accepted accounting principles in that the Company
carried its investment in an untraded company at cost.  However, as disclosed in
Note 25 to the financial statements, the Company has restated its 2001 financial
statements  to  reflect  the  investment  at  fair  value,  in  conformity  with
accounting principles generally accepted in the United States of America.

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, 2001 and 2000, and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
July 31, 2001, in conformity with accounting  principles  generally  accepted in
the United States of America.




POTTER & COMPANY, LLP
October 18, 2001


                                       1


<PAGE>


<TABLE>
<CAPTION>


                                   LINCOLN INTERNATIONAL CORPORATION
                                             BALANCE SHEETS
                                         July 31, 2001 and 2000



                                              A S S E T S

                                                                     2001            2000
                                                                  ___________     ___________
<S>                                                               <C>             <C>

Current assets:
     Cash and cash equivalents                                    $   974,897     $    86,802
     Accounts receivable, net of allowance for
        doubtful accounts of $400 ($8,195 in 2000)                     83,212          55,348
     Note receivable, net of allowance for
        doubtful amounts of $35,100 ($0 in 2000)                       52,747          38,023
     Other receivables                                                 13,429           6,627
     Prepaid expenses                                                  20,948          50,819
                                                                  ___________     ___________
        Total current assets                                        1,145,233         237,619
                                                                  ___________     ___________

Net property and equipment                                          1,117,443       3,091,224
                                                                  ___________     ___________

Noncurrent assets:
     Goodwill, net                                                    178,691               0
     Deferred tax asset                                               289,151         457,506
                                                                  ___________     ___________
        Total noncurrent assets                                       467,842         457,506
                                                                  ___________     ___________

        Total assets                                              $ 2,730,518     $ 3,786,349
                                                                  ===========     ===========

                                         L I A B I L I T I E S

Current liabilities:
     Line of credit                                               $         0     $   500,000
     Current maturities of long-term debt                              39,103          29,640
     Obligation under capital lease                                     3,730           3,048
     Accounts payable                                                 153,592          78,592
     Accrued expenses                                                  50,873          47,995
     Income taxes payable                                              18,433               0
                                                                  ___________     ___________
        Total current liabilities                                     265,731         659,275
                                                                  ___________     ___________

Noncurrent liabilities:
     Long-term debt, less current maturities                          562,054          70,784
     Obligation under capital lease                                    11,266          14,727
     Deferred tax liability                                           289,151         786,517
                                                                  ___________     ___________
        Total noncurrent liabilities                                  862,471         872,028
                                                                  ___________     ___________

        Total liabilities                                           1,128,202       1,531,303
                                                                  ___________     ___________

Commitments

                                  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,
        8,787 issued and outstanding (7,972 in 2000)                1,993,998       1,879,898
     Retained earnings (deficit)                                     (141,682)        375,148
     Accumulated other comprehensive income - unrealized
        loss on investment                                           (250,000)
                                                                  ___________     ___________
        Total stockholders' equity                                  1,602,316       2,255,046
                                                                  ___________     ___________

        Total liabilities and stockholders' equity                $ 2,730,518     $ 3,786,349
                                                                  ===========     ===========

See accompanying notes.

</TABLE>

                                                   2


<PAGE>

<TABLE>
<CAPTION>


                                         LINCOLN INTERNATIONAL CORPORATION
                                              STATEMENTS OF OPERATIONS
                                     Years ended July 31, 2001, 2000, and 1999


                                                           2001            2000            1999
                                                        __________      __________      __________
<S>                                                     <C>             <C>             <C>

Revenues                                                $1,137,268      $  692,942      $  190,050
                                                        __________      __________      __________

Costs and expenses:
     Cost of revenues                                      950,526         616,216          79,035
     Operating, general and administrative expenses      1,165,192         916,673         325,078
                                                        __________      __________      __________

           Total costs and expenses                      2,115,718       1,532,889         404,113
                                                        __________      __________      __________

           Loss from operations                           (978,450)       (839,947)       (214,063)
                                                        __________      __________      __________

Other income (expense):
     Gain (loss) on sale of property
        and equipment                                      296,192         (12,884)      2,359,078
     Interest income                                        53,924          18,618          48,606
     Miscellaneous income                                        0               0           1,355
     Legal fees                                            (74,500)              0               0
     Loss on uncollectible note receivable                 (35,100)              0               0
     Interest expense                                      (89,475)        (35,307)        (20,312)
                                                        __________      __________      __________

           Total other income (expense)                    151,041         (29,573)      2,388,727
                                                        __________      __________      __________

           Income (loss) before income taxes              (827,409)       (869,520)      2,174,664

Provision for (benefit from) income taxes                 (310,579)       (368,606)        700,181
                                                        __________      __________      __________

           Net income (loss)                            $ (516,830)     $ (500,914)     $1,474,483

Other comprehensive income (loss):
     Unrealized loss on investment                        (250,000)              0               0
                                                        __________      __________      __________

        Comprehensive income (loss)                     $ (766,830)     $ (500,914)     $1,474,483
                                                        ==========      ==========      ==========

           Net income (loss) per common share           $   (60.58)     $   (62.83)     $   235.64
                                                        ==========      ==========      ==========


See accompanying notes.

</TABLE>

                                       3


<PAGE>


<TABLE>
<CAPTION>


                        LINCOLN INTERNATIONAL CORPORATION
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                    Years ended July 31, 2001, 2000, and 1999


                                                 Retained        Unrealized         Total
                                                 Earnings         Loss on       Stockholders'
                               Common Stock      (Deficit)       Investment        Equity
                               ____________     ___________      __________     ____________
<S>                             <C>             <C>              <C>             <C>

Balance at August 1, 1998       $ 1,281,998     $  (598,421)     $        0      $   683,577

Issuance of common stock            597,900               0               0          597,900

Net income                                0       1,474,483               0        1,474,483
                                ___________     ___________      __________      ___________

Balance at July 31, 1999          1,879,898         876,062               0        2,755,960

Net loss                                  0        (500,914)              0         (500,914)
                                ___________     ___________      __________      ___________

Balance at July 31, 2000          1,879,898         375,148               0        2,255,046

Issuance of common stock            114,100               0               0          114,100

Net loss                                  0        (516,830)              0         (516,830)

Increase in unrealized
   loss on investment                     0               0        (250,000)        (250,000)
                                ___________     ___________      __________      ___________

Balance at July 31, 2001        $ 1,993,998     $  (141,682)     $ (250,000)     $ 1,602,316
                                ===========     ===========      ==========      ===========


See accompanying notes.

</TABLE>


                                       4


<PAGE>

<TABLE>
<CAPTION>


                                       LINCOLN INTERNATIONAL CORPORATION
                                           STATEMENTS OF CASH FLOWS
                                   Years ended July 31, 2001, 2000, and 1999



                                                                    2001              2000             1999
                                                                 ___________       __________      ____________
<S>                                                              <C>               <C>             <C>

Cash flows from operating activities:
     Net income (loss)                                           $  (516,830)      $ (500,914)     $  1,474,483
     Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
           Depreciation and amortization                             202,702          143,263            37,126
           Bad debt                                                   35,500            8,195                 0
           Stock issued for compensation                               2,100                0                 0
           (Gain) loss on sale of property, equipment, and
              operating assets                                      (296,192)          12,884        (2,359,078)
           Deferred income taxes                                    (329,011)        (368,870)          697,881
           (Increase) decrease in:
              Receivables                                            (84,890)        (105,693)            8,411
              Prepaid expenses                                        29,871          (50,819)            3,141
           Increase (decrease) in:
              Accounts payable                                        75,000           46,295            19,986
              Accrued expenses                                         2,878           29,245            (2,809)
              Income taxes payable                                    18,433                0                 0
              Deferred rent                                                0                0           (18,810)
              Deposits                                                     0                0           (25,000)
                                                                 ___________       __________      ____________

           Net cash used in operating activities                    (860,439)        (786,414)         (164,669)
                                                                 ___________       __________      ____________

Cash flows from investing activities:
     Proceeds from sale of property, equipment and
        operating assets                                           2,204,549          263,743         3,377,991
     Purchase of property and equipment                              (93,166)        (386,349)       (3,119,696)
     Purchase of Vena Marks & Associates, LLC                       (110,800)               0                 0
     Purchase of Investment in Winebrenner Capital Partners, LLC    (250,000)               0                 0
                                                                 ___________       __________      ____________

           Net cash provided by (used in) investing activities     1,750,583         (122,606)          258,295
                                                                 ___________       __________      ____________

Cash flows from financing activities:
     Proceeds from issuance of common stock                                0                0           597,900
     Net proceeds on line of credit                                  500,000          500,000                 0
     Proceeds from long-term borrowings                               33,491          115,000                 0
     Principal payments on long-term debt                           (532,761)         (14,574)         (386,054)
     Principal payments on capital lease obligations                  (2,779)          (1,070)                0
                                                                 ___________       __________      ____________

           Net cash provided by (used in) financing activities        (2,049)         599,356           211,846
                                                                 ___________       __________      ____________

           Net increase (decrease) in cash and cash equivalents      888,095         (309,664)          305,472

           Cash and cash equivalents at beginning of year             86,802          396,466            90,994
                                                                 ___________       __________      ____________

           Cash and cash equivalents at end of year              $   974,897       $   86,802      $    396,466
                                                                 ===========       ==========      ============

Supplemental disclosures of cash flow information:
     Cash paid during the year for interest                      $    50,142       $   34,937      $     20,312
                                                                 ===========       ==========      ============

     Cash paid during the year for income taxes                  $    87,360       $    2,300      $          0
                                                                 ===========       ==========      ============


                                       5


<PAGE>


     Acquisition of Vena Marks & Associates, LLC
        Assets acquired:
           Property and equipment                                $     5,000       $        0      $          0
           Goodwill                                                  133,800                0                 0
                                                                 ___________       __________      ____________
                                                                 $   138,800       $        0      $          0
                                                                 ===========       ==========      ============

        Payment for assets acquired:
           Cash paid at closing                                  $   110,800       $        0      $          0
           Stock issued                                               28,000                0                 0
                                                                 ___________       __________      ____________
                                                                 $   138,800       $        0      $          0
                                                                 ===========       ==========      ============

     Acquisition of Minority Interest
        Assets acquired:
           Goodwill                                              $    84,000       $        0      $          0
                                                                 ===========       ==========      ============

        Payment for assets acquired:
           Stock issued                                          $    84,000       $        0      $          0
                                                                 ===========       ==========      ============


Supplemental schedule of noncash investing activities:
     Purchase of equipment under capital lease                   $         0       $   18,845      $          0
                                                                 ===========       ==========      ============

Supplemental schedule of noncash financing activities:
     Debt paid by refinancing                                    $ 1,000,000       $        0      $          0
                                                                 ===========       ==========      ============


See accompanying notes.

</TABLE>


                                       6


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                          July 31, 2001, 2000, and 1999



NOTE 1 - 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 is responsible for their integrity and objectivity.
These accounting  policies conform to generally accepted  accounting  principles
and  have  been  consistently  applied  in  the  preparation  of  the  financial
statements.

Company's Activities:

Lincoln International  Corporation owned property in Louisville,  Kentucky which
it leased to a stockyard  operator.  The property and equipment of the stockyard
were sold  during  fiscal  year 1999.  The  proceeds  from the sale were used to
purchase commercial rental office buildings in Louisville,  Kentucky.  Since the
purchase of these  buildings,  several have been sold.  The Company is making an
effort to sell the remaining commercial rental office building.

On October 1, 1999, the Company formed  Accounting USA, Inc. and received 75% of
the  outstanding  shares of common stock.  On December 1, 2000,  Accounting USA,
Inc. merged into the Company. In exchange for the minority interest, the Company
issued 600 shares of the Company's common stock.

Accounting USA, Inc. provides  bookkeeping and payroll services primarily in the
Louisville metropolitan area.

Principles of Consolidation:

The consolidated  financial  statements include the accounts of the Company, its
wholly-owned  subsidiaries,  and its majority-owned  subsidiary. All significant
intercompany  transactions  are eliminated in  consolidation.  As of December 1,
2000, the Company no longer has subsidiaries as Accounting USA, Inc. merged into
the Company.

Use of Estimates:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  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.

Cash and Cash Equivalents:

For purposes of reporting  cash flows,  the Company  considers all highly liquid
investments with a maturity of three months or less to be cash equivalents.


                                       7


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                          July 31, 2001, 2000, and 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
_______________________________________________________________

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.  Advertising expense was $74,761,  $37,153, and $535 for the years ended
July 31, 2001, 2000 and 1999 respectively.

Income Taxes:

Income taxes are provided  for the tax effects of  transactions  reported in the
financial  statements  and consist of taxes  currently due plus deferred  taxes.
Deferred taxes result  primarily  from using  different  accounting  methods for
financial  reporting from those used for income tax reporting.  The deferred tax
assets and liabilities  represent future tax consequences of those  differences,
which will either be taxable or deductible  when the assets and  liabilities are
recovered or settled.

Investment  tax credits are treated as a reduction  of the tax  provision in the
year in which the benefit is earned (flow-through method).

Earnings Per Share:

Earnings  per  share  are  based  on  the  weighted  average  number  of  shares
outstanding during each year.

NOTE 2 - NOTE RECEIVABLE
________________________

During the year ended July 31,  2000,  the  Company  entered  into a master loan
agreement  with a builder  and  seller of  pleasure  boats to help  finance  the
building of the boats.

The master loan  agreement  has an initial  term of one year,  renewable at that
time by the Company.  The agreement is for a maximum of $100,000 to be issued in
a series of minimum  installments of $15,000.  Each note is secured by the boats
constructed with the funds disbursed by the Company.


                                       8


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                          July 31, 2001, 2000, and 1999


NOTE 2 - NOTE RECEIVABLE (CONTINUED)
____________________________________

The Company will disburse 90% of required funds to construct the specific boats.
At the  time  of sale of the  boats,  the  Company  will be  repaid  100% of the
required funds.

The  Company  has the  option to charge  interest  equal to 10% per annum on the
notes if they are not repaid 120 days from the date funds are disbursed.

As of July 31, 2001 the  Company had  disbursed a total of $90,500 on the master
loan agreement. Management does not intend to advance any additional funds.

The note receivable balance consists of the following:

                                                            2001          2000
                                                          _________     ________

         Company funds disbursed                          $  90,500     $ 37,400
         Interest thereon                                    15,347          623
         Repayments                                         (18,000)           0
                                                          _________     ________
           Subtotal                                          87,847       38,023
         Less allowance for uncollectible amounts            35,100            0
                                                          _________     ________
           Note receivable, net                           $  52,747     $ 38,023
                                                          =========     ========

NOTE 3 - OTHER RECEIVABLES
__________________________

Other receivables consist of the following:
                                                            2001          2000
                                                          _________     ________

         Due from officer                                 $  12,951     $  6,149
Refundable deposits                                             478          478
                                                          _________     ________
           Total                                          $  13,429     $  6,627
                                                          =========     ========

The balance due from officer is non-interest bearing, and there are no repayment
terms on the advance.

NOTE 4 - PREPAID EXPENSES
_________________________

Prepaid expenses consist of the following:
                                                            2001          2000
                                                          _________     ________

         Prepaid leasing commissions                      $   3,348     $ 21,683
         Prepaid advertising costs                            8,301       18,972
         Prepaid maintenance, support, and training           4,010        6,613
         Prepaid insurance                                    4,789        3,551
         Other                                                  500            0
                                                          _________     ________
           Total                                          $  20,948     $ 50,819
                                                          =========     ========


                                       9


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                          July 31, 2001, 2000, and 1999


NOTE 5 - INVESTMENT IN WINEBRENNER CAPITAL PARTNERS, LLC
________________________________________________________

During  the  year  ended  July 31,  2001  the  Company  became  a 1%  member  in
Winebrenner  Capital  Partners,  LLC,  formed on September 1, 1999.  Winebrenner
Capital  Partners,  LLC is registered as a broker and dealer in securities under
the  Securities  Exchange Act of 1934.  The investment is valued at the lower of
cost or fair value. Fair value at July 31, 2001 was $0.

Subsequent to July 31, 2001, the Company  exchanged  their shares in Winebrenner
Capital Partners, LLC for equivalent shares in Winebrenner Holding Corp.

NOTE 6 - PROPERTY AND EQUIPMENT
_______________________________

Property and equipment consists of the following:

                                                           2001          2000
                                                        __________    __________

     Land                                               $   88,916    $  281,804
     Building                                              801,051     2,572,321
     Office and computer equipment                         457,557       385,712
     Leasehold improvements                                  2,800         2,800
                                                        __________    __________
                                                         1,350,324     3,242,637
     Less accumulated depreciation and amortization        246,230       167,117
                                                        __________    __________
                                                         1,104,094     3,075,520
     Equipment held under capital lease,
         net of accumulated amortization                    13,349        15,704
                                                        __________    __________

     Net property and equipment                         $1,117,443    $3,091,224
                                                        ==========    ==========

Depreciation  expense  for the years  ended July 31,  2001,  2000,  and 1999 was
$163,593, $143,263 and $37,126, respectively.

All property and  equipment of Bourbon Stock Yards was sold on March 5, 1999 for
$3,377,991,  net of sales expense. The sale resulted in a gain of $2,359,078 for
financial  statement  purposes.  The proceeds  were used to purchase  commercial
rental  office  buildings.  Substantially  all of the  gain was  deferred  under
Section 1031 for federal and state tax purposes.

NOTE 7 - GOODWILL
_________________

On  November  1,  2000,  the  Company  acquired  some  assets  of  Vena  Marks &
Associates,  LLC. The Company paid  $110,800 in the  acquisition  and issued 200
shares of common stock of Lincoln International Corporation valued at $28,000.

The purchase of Vena Marks &  Associates,  LLC was accounted for by the purchase
method  whereby the assets  acquired  are recorded by the Company at fair value.
Goodwill of  $133,800  has been  reflected  in the  balance  sheet.  The Company
expects to benefit from the goodwill  acquired in this transaction over a period
of 5 years and is amortizing the amount recorded using the straight-line method.


                                       10


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2001, 2000, and 1999


NOTE 7 - GOODWILL (CONTINUED)
_____________________________

With respect to the merger of Accounting  USA,  Inc. into Lincoln  International
Corporation,  the purchase of the minority  interest  was  accounted  for by the
purchase  method.  Goodwill of $84,000 has been  reflected in the balance sheet.
The Company  expects to benefit from the goodwill  acquired in this  transaction
over a period  of 5 years  and is  amortizing  the  amount  recorded  using  the
straight-line method

Goodwill consists of the following:
                                               2001            2000
                                             _________       ________

         Goodwill                            $ 217,800       $      0
         Less accumulated amortization          39,109              0
                                             _________       ________
         Goodwill, net                       $ 178,691       $      0
                                             =========       ========

NOTE 8 - LINE OF CREDIT
_______________________

On January 31, 2001,  upon the sale of one of the  Company's  commercial  rental
buildings,  a portion of the proceeds was used to pay down the line balance.  At
that time, the remaining $1,000,000 balance was refinanced as a term note. As of
July 31, 2001, the Company no longer maintains a line of credit.

NOTE 9 - LONG-TERM DEBT
_______________________
                                               2001            2000
                                             _________       ________

  Term note payable, interest at 8.75%,
  monthly payments of $3,105, including
  principal and interest, due October
  2004. During the year July 31, 2001
  the Company borrowed $33,492 on the
  term note, completing the amounts
  available to be drawn.                     $ 105,333       $100,424

  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.
  $500,000 was prepaid, which changed
  the original terms of note.                  495,824              0
                                             _________       ________
                                               601,157        100,424
  Less current maturities                       39,103         29,640
                                             _________       ________
                         Total               $ 562,054       $ 70,784
                                             =========       ========


                                       11


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2001, 2000, and 1999


NOTE 9 - LONG-TERM DEBT (CONTINUED)
___________________________________

As of July 31, 2001,  the annual  maturities  required on the term notes payable
are as follows:

     Year ending July 31:
              2002                                            $  39,103
              2003                                               42,673
              2004                                               46,455
              2005                                               22,434
              2006                                              450,492
                                                              _________
              Total                                           $ 601,157
                                                              =========

NOTE 10 - CAPITAL LEASE
_______________________

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

                                                           2001         2000
                                                         ________     ________

     Office and computer equipment                       $ 18,845     $ 18,845
     Less accumulated amortization                          5,496        3,141
                                                         ________     ________
           Total                                         $ 13,349     $ 15,704
                                                         ========     ========

The following is a schedule by years of future  minimum lease payments under the
capital lease  together with the present value of the net minimum lease payments
as of July 31, 2001:

     Year ending July 31:

            2002                                              $   5,571
            2003                                                  5,142
            2004                                                  5,142
            2005                                                  3,000
                                                              _________
           Total minimum lease payments                          18,855
           Less amount representing interest                      3,859
                                                              _________
           Present value of net minimum lease payments        $  14,996
                                                              =========

NOTE 11 - ACCRUED EXPENSES
__________________________

Accrued expenses consist of the following:

                                                           2001         2000
                                                         ________     ________

           Accrued payroll and payroll taxes             $ 33,394     $ 27,529
           Accrued property taxes                           5,500       17,820
           Other                                           11,979        2,646
                                                         ________     ________
               Total                                     $ 50,873     $ 47,995
                                                         ========     ========


                                       12


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2001, 2000, and 1999


NOTE 12 - INCOME TAXES
______________________

A deferred tax asset has been recognized for operating loss carryovers available
to offset future income taxes.

A deferred tax liability has been  recognized as the result of the deferred gain
on the sale of property for income tax purposes.

Gross deferred income tax consists of the following:

                                                         2001           2000
                                                       _________      _________

           Deferred tax asset                          $ 311,781      $ 457,506
           Less valuation allowance                       22,630              0
                                                       _________      _________
           Net deferred tax asset                      $ 289,151      $ 457,506
                                                       =========      =========

           Deferred tax liability                      $(289,151)     $(786,517)
                                                       =========      =========

Due to  uncertainty  regarding  the levels of future  earnings,  the Company has
recorded a valuation  allowance to reflect the estimated  amount of deferred tax
assets  which may not be  realized,  principally  due to the  expiration  of net
operating loss carryforwards.

The Company has available at July 31, 2001  operating loss  carryforwards  which
may provide future tax benefits.  If not used, the carryforwards  will expire as
follows:

                     Year of                             Operating Loss
                    Expiration                            Carryforwards
                    __________                           ______________

                      2006                                  $ 145,985
                      2007                                          0
                      2008                                     72,982
                      2009                                     31,281
                      2010                                     31,281
                      2011                                          0
                      2012                                     62,562
                      2013                                          0
                      2014                                          0
                      2015                                          0
                      2016                                          0
                      2017                                          0
                      2018                                          0
                      2019                                          0
                      2020                                          0
                      2021                                    214,384
                                                            _________

                      Total                                 $ 558,475
                                                            =========


                                       13


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2001, 2000, and 1999


NOTE 12 - INCOME TAXES (CONTINUED)
__________________________________

The provision for (benefit from) income taxes consists of the following:

<TABLE>
<CAPTION>


                                                          2001           2000            1999
                                                        _________      _________       _________
<S>                                                     <C>            <C>             <C>

     Federal income taxes                               $ 278,623      $   1,764       $  18,719
     State and local income taxes                          81,165            735           7,708
     Deferred taxes                                      (329,012)      (368,870)        697,881
     Tax benefit of net operating loss carryforward      (341,355)        (2,235)        (24,127)
                                                        _________      _________       _________

              Total                                     $(310,579)     $(368,606)      $ 700,181
                                                        =========      =========       =========

Deferred income taxes on difference between tax and financial accounting for:

                                                          2001           2000            1999
                                                        _________      _________       _________

     Depreciation                                       $(497,367)     $ (96,870)      $ 883,387
     Net deferred costs                                    (9,894)        (5,776)
     Net operating loss carryforward                      (86,312)        (1,663)       (185,506)
     Loss on unconsolidated subsidiary                    264,561       (264,561)              0
                                                        _________      _________       _________

              Total                                     $(329,012)     $(368,870)      $ 697,881
                                                        =========      =========       =========

For financial statement purposes,  the loss of the subsidiary for the year ended
July 31, 2000 is  included in the  operations  of the  Company.  The loss of the
subsidiary is not included on the parent company's tax return for the year ended
July 31, 2000, as the subsidiary  files separate  income tax returns for federal
and state purposes.  For the year ended July 31, 2001, the Company no longer has
subsidiaries as Accounting USA, Inc. merged into the Company. The Company had no
subsidiaries for the year ended July 31, 1999.

The 2001  provision for (benefit  from) taxes  represents  an effective  rate of
37.5% (42.4% for 2000 and 32.2% for 1999) of financial  income  before taxes and
is different  from the amount  which would  normally be expected by applying the
statutory  federal  income  tax  rates  to  such  income.  The  reasons  for the
difference are as follows:

                                                          2001            2000           1999
                                                        _________      _________       _________

     Computed "expected" tax expense (benefit)          $(281,319)     $(295,637)      $ 739,386
     State and local income taxes                         (35,411)       (37,975)         96,799
     Nondeductible expenses                                 4,265          3,273           1,788
     Increase in valuation allowance                       22,630              0               0
     Effect of graduated tax rates                        (20,744)       (38,267)       (137,792)
                                                        _________      _________       _________

     Provision for (benefit from) income taxes          $(310,579)     $(368,606)      $ 700,181
                                                        =========      =========       =========

</TABLE>


                                       14


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2001, 2000, and 1999


NOTE 13 - LEASE COMMITMENTS
___________________________

The Company has entered into operating lease agreements.

Total rental expense  amounted to $28,572 in 2001,  $16,885 in 2000, and $32,323
in 1999. Future minimum rentals at July 31, 2001 are as follows:

                  YEAR ENDING JULY 31:

                          2002                          $  64,060
                          2003                             27,933
                          2004                             17,831
                          2005                              3,578
                                                        _________
                           Total                        $ 113,402
                                                        =========

NOTE 14 - LEASE OF PROPERTY AND EQUIPMENT
_________________________________________

The Company is the lessor of commercial  rental office buildings under operating
leases.  Following  is a summary of the  Company's  investment  in property  and
equipment under operating leases as of July 31, 2001 and 2000:

                                                          2001           2000
                                                        _________     __________

        Land                                            $  88,916     $  281,804
        Buildings and improvements                        801,051      2,572,321
                                                        _________     __________
                                                          889,967      2,854,125
        Less accumulated depreciation                      44,612         77,960
                                                        _________     __________
                 Total                                  $ 845,355     $2,776,165
                                                        =========     ==========

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

The minimum  future rentals to be received on the leases at July 31, 2001 are as
follows:

        Year ending July 31:

                2002                                    $ 189,519
                2003                                       77,909
                2004                                       22,104
                2005                                       22,104
                2006                                       22,104
                Thereafter                                 49,734
                                                        _________

                                   Total                $ 383,474
                                                        =========


                                       15


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2001, 2000, and 1999


NOTE 15 - MAJOR BUSINESS SEGMENTS
_________________________________

As of October 1, 1999,  Lincoln  International  Corporation  has two  reportable
segments:  commercial  rental  real  estate  lessor  (rental)  and  payroll  and
bookkeeping services (bookkeeping).

The accounting  policies of the segments are the same as those  described in the
summary of significant accounting policies.

Lincoln  International  Corporation accounts for intersegment revenues as if the
transactions were to third parties.

Lincoln International  Corporation's  reportable segments are strategic business
units managed  separately as each business  requires  different  technology  and
marketing strategies.

<TABLE>
<CAPTION>


                                                                   2001
                                                __________________________________________
                                                  RENTAL        BOOKKEEPING        TOTAL
                                                __________      ___________     __________
<S>                                             <C>             <C>             <C>

           Revenues from external customers     $  322,641      $   814,627     $1,137,268
           Interest income                          27,371           26,553         53,924
           Interest expense                         78,368           11,107         89,475
           Intersegment revenue                     32,530           12,600         45,130
           Depreciation and amortization            64,042          138,660        202,702
           Segment assets                        2,631,602          491,668      3,123,270
           Expenditures for segment assets          26,323           66,843         93,166

                                                                   2000
                                                __________________________________________
                                                  RENTAL        BOOKKEEPING        TOTAL
                                                __________      ___________     __________

           Revenues from external customers     $  356,862      $   336,080     $  692,942
           Interest income                           8,526           10,092         18,618
           Interest expense                         27,256            8,051         35,307
           Intersegment revenue                     18,450           11,075         29,525
           Depreciation and amortization            76,073           67,190        143,263
           Segment assets                        3,339,876          459,354      3,799,230
           Expenditures for segment assets          38,383          366,811        405,194

                                                                    1999
                                                __________________________________________
                                                  RENTAL        BOOKKEEPING        TOTAL
                                                __________      ___________     __________

           Revenues from external customers     $  190,050      $         0     $  190,050
           Interest income                           1,355                0          1,355
           Interest expense                         20,312                0         20,312
           Intersegment revenue                          0                0              0
           Depreciation and amortization            37,126                0         37,126
           Segment assets                        3,690,394                0      3,690,394
           Expenditures for segment assets       3,119,696                0      3,119,696

</TABLE>


                                       16


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2001, 2000, and 1999


NOTE 15 - MAJOR BUSINESS SEGMENTS
_________________________________

The following is a  reconciliation  of  reportable  segment  revenues,  cost and
revenues,  profit or loss and assets as of and for the year ending July 31, 2001
and 2000.

                                                         2001           2000
                                                      __________     __________

REVENUES
Total revenue from reportable segments                $1,182,398     $  722,467
Elimination of intersegment revenues                     (45,130)       (29,525)
                                                      __________     __________
        Total consolidated revenues                   $1,137,268     $  692,942
                                                      ==========     ==========

COSTS AND EXPENSES
Total costs and expenses from reportable segments     $2,160,848     $1,562,414
Elimination of intersegment costs and expenses           (45,130)       (29,525)
                                                      __________     __________
        Total consolidated costs and expenses         $2,115,718     $1,532,889
                                                      ==========     ==========

PROFIT OR LOSS
Total loss for reportable segments                    $ (978,450)    $ (839,947)
Non-operating income                                     296,192              0
Interest income                                           53,924         18,618
Non-operating expense                                   (109,600)       (12,884)
Interest expense                                         (89,475)       (35,307)
                                                      __________     __________
        Loss before income taxes                      $ (827,409)    $ (869,520)
                                                      ==========     ==========

ASSETS
Total assets for reportable segments                  $3,123,270     $3,799,230
Elimination of intersegment receivables                 (142,752)       (12,881)
                                                      __________     __________
        Total consolidated assets                     $2,980,518     $3,786,349
                                                      ==========     ==========

No  reconciliation  is required as of July 31, 1999 as only one business segment
existed at that time.

NOTE 16 - 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, 2001 and 2000.

NOTE 17 - CONCENTRATION OF CREDIT RISK
______________________________________

The Company  maintains cash accounts in commercial  banks located in Louisville,
Kentucky.  Accounts are guaranteed by the Federal Deposit Insurance  Corporation
(FDIC) up to $100,000.  The Company has an uninsured  amount of $892,908 at July
31, 2001.


                                       17


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2001, 2000, and 1999


NOTE 18 - PROFORMA RESULTS OF COMPANY ACQUIRED
______________________________________________

On  November  1,  2000,  the  Company  acquired  some  assets  of  Vena  Marks &
Associates, LLC. Proforma financial information as though the companies had been
combined from beginning of periods:

<TABLE>
<CAPTION>


                                                  8/1/00 - 7/31/01     8/1/99 - 7/31/00
                                                  ________________     _________________
<S>                                                 <C>                  <C>

     Revenue                                        $ 1,260,183          $ 2,214,728
                                                    ===========          ===========

     Loss before extraordinary items                   (771,618)            (793,261)
                                                    ===========          ===========

     Loss before extraordinary items per share      $    (90.45)         $    (99.50)

     Net loss                                       $  (771,618)         $  (793,261)
                                                    ===========          ===========

     Net loss per share                             $    (90.45)         $    (99.50)

</TABLE>


NOTE 19 - DISCLOSURE OF SUMMARIZED INTERIM FINANCIAL DATA
_________________________________________________________

Summarized below are unusual or infrequent  occurring items and aggregate effect
of year-end  adjustments  recognized in the fourth quarter which are material to
the results of that quarter:

                                                4TH QUARTER ENDING JULY 31, 2001
                                                ________________________________

     Gain on sale of property and equipment                $ 205,663

     Legal fees on settlement                                (74,500)

     Loss on uncollectible note receivable                   (35,100)

NOTE 20 - CAPITAL STOCK
_______________________

During fiscal 1999, the Company issued an aggregate 3,986 shares of common stock
to  stockholders  residing in the state of  Kentucky.  An option was attached to
each share issued which allowed an  additional  share to be purchased at $150 in
the first year after issue, $160 in the second year after issue, and $170 in the
third year after issue.

NOTE 21 - COMMITMENTS
_____________________

On July 27, 2001 the Company  entered into a  settlement  agreement in a lawsuit
brought against the Company which challenged  certain aspects of a reverse stock
split made by the Company on December 5, 1997 and a tender offer made on January
17, 1997.  Under the agreement,  the Company agreed to give each named plaintiff
of the suit, of which there were two, stock equivalent to $2,000. Each plaintiff
would have a thirty day option to sell that stock back to the Company. The value
of the stock would be based upon the last listed trade value.

For those  shareholders  who sold their stock in the Tender  Offer,  the Company
will notify those  shareholders  they can repurchase all, but not less than all,
tendered  shares in the  equivalent  amount of new shares at a price of $120 per
share. If the result is a fraction of a share,  the shareholder will be entitled
to purchase up to a full additional new share.  Otherwise,  shareholders will be
entitled  to  purchase  the next less  whole  share of new  stock.  In the event
tendered  shares were owned  jointly,  the  repurchase  must be exercised by all
joint  owners.  Fifty  percent of any shares  repurchased  will be offered by an
officer of the Company. The


                                       18


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2001, 2000, and 1999


NOTE 21 - COMMITMENTS (CONTINUED)
_________________________________

remaining fifty percent of any shares repurchased will be offered by the Company
from the Company's authorized but unissued stock.

For those  shareholders who sold stock under the reverse stock split,  they will
be allowed to purchase  one new share of the  Company for $120 per share.  These
shares will be offered by the Company from the Company's authorized but unissued
stock.

The Company  must also pay the  plaintiff's  attorney's  fees of $74,500.  These
legal fees are included in accounts payable at July 31, 2001.

The Company has entered into an agreement with a company to find tenants for its
rental  buildings.  At the time of the lease agreement,  the Company is to pay a
leasing  commission  equal to 6% of total rental  income under the lease.  As of
July 31,  2001 the Company had  commitments  of $10,045 for leasing  commissions
dependent on lease renewals.

NOTE 22 - SUBSEQUENT EVENTS
____________________________

On September 25, 2001 the Company listed for sale its only remaining  commercial
rental office building with a real estate agent.

NOTE 23 - RELATED PARTY TRANSACTIONS
____________________________________

On October 2000, the Company sold one of its commercial  rental office buildings
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 is being offered  under an intrastate  offering at $5 per
share.  The  50,000  shares  received  represents  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.

NOTE 24 - GOING CONCERN
_______________________

As shown in the accompanying statements of operations,  the Company has incurred
continuing  losses from operations.  Management has developed a plan to increase
sales, as well as their profit margin, and to decrease operating  expenses.  The
Company  is also  actively  searching  for  existing  bookkeeping  companies  to
acquire.  The ability of the Company to continue as a going concern is dependent
on the  success  of this plan.  The  financial  statements  do not  include  any
adjustments  that might be  necessary  if the Company is unable to continue as a
going concern.

NOTE 25 - RESTATEMENT
_____________________

The financial statements for the year ending July 31, 2001 have been restated to
account  for an  investment  at fair  value.  As a  result  of the  restatement,
comprehensive  loss increased by $250,000 and stockholders'  equity decreased by
$250,000.


                                       19