SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB

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

      For fiscal year ended July 31, 2005    Commission File No. 0-05767

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


          Delaware                                             # 20-1748504
---------------------------------                          -------------------
 (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                             Identification
No.)


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


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


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


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

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

                           No Par Voting Common Stock
                           ---------------------------
                                 Title of class


Indicate by check mark whether the company (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 company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES [X] NO [ ]

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

YES [X] NO [ ]


Indicate by check mark whether the company is a shell company (as defined in
Rule 12b-2 of the Exchange Act).


YES [X] NO [ ]

<PAGE>

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


The company had revenue of $0 in 2005.


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


While Lincoln is listed on the OTC Bulletin Board, Lincoln does not have any
regular market or trading in its common stock.

Indicate the number of shares outstanding of each of the company's classes of
common stock, as of October 7, 2005.

                            Common (no-par) 2,610,000

                       DOCUMENTS INCORPORATED BY REFERENCE

See Item 13 for complete list.
                                     PART I

ITEM 1: BUSINESS

Overview

Lincoln International Corporation was incorporated in 1960 in the Commonwealth
of Kentucky. During the current fiscal year, the company had no commercial
operations. Previously, the company was engaged in providing bookkeeping
services to small and medium sized businesses primarily in Louisville, Kentucky
through its Accounting USA division, and the rental of commercial office
property located in Louisville, Kentucky through its Rental Property division.
In the first fiscal quarter of 2004, the company sold its last rental property
and discontinued operations of the Rental Property division. In the second
fiscal quarter of 2004, the company distributed to its stockholders its
operating company, AUSA, Inc., containing the Accounting USA division. Since
that time, the company has not had any commercial operations. On November 3,
2004, Lincoln International Corporation (a Kentucky corporation) was
re-domesticated from Kentucky to Delaware by merging it with a Delaware
corporation formed specifically to facilitate this re-domestication.

Developments During Fiscal 2005

On August 6, 2004, certain shareholders representing 83.3% of the company's
issued and outstanding shares sold their stock to a Mr. Nathan Low. Mr. Low has
acquired the common stock of the company as an investment. In connection with
the acquisition of the common stock all directors and officers of the company
resigned and two designees selected by the new principal owner were elected to
the Board of Directors. The new Board of Directors then elected two new
officers, Derek Caldwell and Samir Masri, who serve, respectively, as (a)
President and Secretary and (b) Treasurer and Assistant Secretary.

Between September 27, 2004 and April 30, 2005, Lincoln's principal shareholder
has made a total of $65,000 in loan advances to the company for general
corporate purposes. The notes are payable on demand, accrue interest at an
annual rate of 9.0%, and are convertible into 565,513 shares of common stock.
The notes also include warrants to purchase a total of 565,513 shares of common
stock at a strike price of $0.11 per share for a period of five years. The
strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.

Between May 1, 2005 and July 31, 2005, Lincoln`s principal shareholder paid
certain expenses of the company totaling $24,879 that are to be reimbursed at a
later date.

                                       2

<PAGE>

On October 20, 2004, a Schedule 14C Information Statement was filed by the
company providing Notice of Action to be Taken by Written Consent of the
Stockholders. This action was taken to authorize the merger of the company, a
Kentucky corporation, into its wholly-owned subsidiary, Lincoln International
Corporation, a Delaware corporation, for the purpose of changing the state of
incorporation from Kentucky to Delaware. This transaction was completed on
November 3, 2004.

On February 1, 2005, the Board of Directors declared a 999-to-1 stock dividend
for the common stock of the company for all holders of common stock as of the
close of business on February 2, 2005. Total shares issued and outstanding
immediately following such stock dividend was 2,610,000. All per share
information in this report has be restated retroactively for this stock split.

Developments Following the Close of Fiscal 2005:

Lincoln entered into an agreement dated September 30, 2005 with ShowToGo, LLC, a
private limited liability company existing under the laws of the State of
Delaware. Pursuant to this agreement, the sole shareholder of ShowToGo, LLC will
exchange all of his outstanding securities in that company in return for
approximately 22,968,000 shares of Lincoln's common stock, and ShowToGo, LLC
will become a wholly-owned subsidiary of Lincoln. Lincoln's shareholders of
record as of the closing shall receive a payment of $111,000, minus any unpaid
expenses currently outstanding, and STG shall repay approximately $65,000 of
Lincoln's outstanding indebtedness. This transaction is subject to a number of
conditions precedent, including the successful completion by ShowToGo, LLC of a
private placement transaction wherein it raises at least $2,000,000. There is no
assurance that such conditions will be achieved or the transaction completed.

The closing of this transaction will result in a change of control of Lincoln as
well as the resignation of all of Lincoln's current directors and officers.
After the closing, Lincoln intends to change its name to ShowToGo, Inc.

Employees:

As of July 31, 2005, Lincoln had no employees.


ITEM 2: PROPERTIES

Lincoln does not own or lease any real property. Lincoln maintains a current
address of 641 Lexington Avenue, 25th Floor, New York, NY 10022. The telephone
number is (212) 421-1616.

ITEM 3: LEGAL PROCEEDINGS

None.

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

On October 20, 2004, a Schedule 14C Information Statement was filed by the
company providing Notice of Action to be Taken by Written Consent of the
Stockholders. This action was to authorize the merger of the company, a Kentucky
corporation, into its wholly-owned subsidiary, Lincoln International
Corporation, a Delaware corporation, for the purpose of changing the state of
incorporation from Kentucky to Delaware. This transaction was completed on
November 3, 2004.

                                     PART II

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

There does not exist at the present time any regular market for any common stock
of Lincoln. As of October 28, 2005, the company has 101 shareholders of record.
The company did not pay any dividends to its stockholders in FY2005. The company
does not have any equity compensation plan.

                                       3

<PAGE>

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

CRITICAL ACCOUNTING POLICIES

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

GOING CONCERN: The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. As reflected in
the accompanying financial statements, Lincoln has incurred recurring net losses
and negative cash flows from operations over the prior two years which raises
substantial doubt about its ability to continue as a going concern.

GOODWILL: Effective August 1, 2002, goodwill was no longer amortized, but
evaluated at least annually for impairment, and more frequently under certain
conditions.

ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS: Effective August 1, 2002,
the company adopted Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." Lincoln
evaluated long-term assets for impairment and assesses their recoverability
based upon anticipated future cash flows. If facts and circumstances lead
Lincoln's management to believe that the cost of one of its assets may be
impaired, Lincoln will (a) evaluate the extent to which that cost is recoverable
by comparing the future undiscounted cash flows estimated to be associated with
that asset to the asset's carrying amount and (b) write-down that carrying
amount to market value or discounted cash flow value to the extent necessary. As
of July 31, 2005, Lincoln had no long-lived assets.

Fiscal Year Ended July 31, 2005 Compared to the Year Ended July 31, 2004

Lincoln had no commercial operations during fiscal 2005 as all previous business
operations were sold or discontinued in the prior year. All activity is limited
to corporate administration consisting generally of professional services
provided for legal, accounting, and general corporate administration.

Lincoln incurred $93,168 in operating expenses in fiscal 2005. Other income and
expenses consisted of $4,267 of interest expense accrued on cash advances and
notes payable to Lincoln's principal shareholder and $527 of income related to
an income tax refund due. The net loss for the year totaled $96,908.

In fiscal 2004, operating costs totaled $150,403 consisting of corporate
administrative costs of $120,403 and an asset write-off of $30,000. Lincoln
incurred net interest income of $4,757 during the period. Other income consisted
of a $72,000 gain on the surrender of common stock under a litigation settlement
agreement and a gain of the sale of securities of $31,230. The net loss from
continuing operations was $72,429 for the year.

On January 30, 2004, Lincoln completed the distribution of the Accounting USA
division to its shareholders as a non-cash dividend. During this period, Lincoln
incurred a loss of $159,695 from discontinued operations including losses of a
$93,226 in the Accounting USA division and $66,469 in the rental property
division. The operating loss from discontinued operations was offset by a
$367,633 gain on the sale of rental property resulting in income from
discontinued operations of $207,938 for the year. Lincoln accrued $7,000 for
local income taxes that are not subject to net operating loss carryforwards
resulting in net income from discontinued operations of $200,938. Net income
totaled $128,509 in 2004.

                                       4

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

In 2004, Lincoln liquidated and distributed substantially all of its assets,
liabilities and operations and, therefore, only has expenses related to
maintaining the corporate shell on an ongoing basis. Between September 27, 2004
and July 31, 2005, Lincoln's principal shareholder has loaned the company a
total of $65,000 for general corporate purposes and made other cash advances
totaling $24,879. Lincoln will continue to require additional capital if it is
to meet its current and future obligations.

ACQUISITION OR DISPOSITION OF ASSETS

None.

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

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

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

Lincoln's net income increased $682,412 to $128,509 in 2004 compared with a loss
of $553,903 in 2003.

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

LIQUIDITY AND CAPITAL RESOURCES

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

                                       5

<PAGE>

ACQUISITION OR DISPOSITION OF ASSETS

In prior fiscal years, Lincoln had financed the construction of several "bass
boats", a business which Lincoln subsequently quit. The last of these bass boats
was sold to Admiralty Boats, Inc., who then filed bankruptcy within one year of
that sale. Lincoln filed a claim in the bankruptcy proceeding and repossessed
the bass boat. On August 8, 2003 Lincoln sold this bass boat for $8,000. The
boat was sold "as-is" with no recourse to Lincoln as well as an indemnification
by the purchaser with regard to any and all claims arising including
manufacturing defects.

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

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

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

On July 5, 2004, Lincoln's board of directors declared a distribution of capital
of $120.00 per share in the form of a cash dividend on its common stock, no par
value, payable to shareholders of record on July 5, 2004. This dividend totaled
$313,200 and was paid on July 14, 2004.

                                       6
<PAGE>

ITEM 7:  FINANCIAL STATEMENTS




                              Financial Statements

                        LINCOLN INTERNATIONAL CORPORATION

                             July 31, 2005 and 2004















<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION

                                Table of Contents

                             July 31, 2005 and 2004




Report of Independent Registered
Public Accounting Firm - July 31, 2005..............................     F - 1

Independent Auditor's Report - July 31, 2004........................     F - 2

Financial Statements

     Balance Sheets.................................................     F - 3

     Statements of Operations.......................................     F - 4

     Statements of Changes in Stockholders' Equity..................     F - 5

     Statements of Cash Flows.......................................     F - 6

     Notes to Financial Statements..................................     F - 7



<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Lincoln International Corporation

We have audited the accompanying balance sheet of Lincoln International
Corporation as of July 31, 2005 and the related statement of operations,
stockholders' deficit and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lincoln International
Corporation as of July 31, 2005 and the results of their operations and their
cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has negative working
capital and has incurred net losses and negative cash flows from operations as
more fully described in Note A. These issues raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


                                                  /s/ Sherb & Co., LLP
                                                  ------------------------------
                                                  Certified Public Accountants

New York, New York
October 25, 2005

                                     F - 1

<PAGE>

INDEPENDENT AUDITOR'S REPORT


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

We have audited the accompanying balance sheet of Lincoln International
Corporation as of July 31, 2004, and the related statements of operations,
changes in stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lincoln International
Corporation as of July 31, 2004, and the results of its operations and its cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America.

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


                                        /s/ Carpenter, Mountjoy & Bressler, PSC


Louisville, Kentucky
October 26, 2004

                                     F - 2

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                                 BALANCE SHEETS
                                 As of July 31:



                                   A S S E T S

                                                 2005                  2004
                                         -----------------       ---------------

Current assets:
  Cash and cash equivalents              $          7,067        $            -
                                         -----------------       ---------------

   Total assets                          $          7,067        $            -
                                         =================       ===============



                              L I A B I L I T I E S

Current liabilities:
  Accrued expenses                       $         49,096         $      35,000
  Advances from - related party                    24,879
  Notes payable - related party                    65,000                     -
                                         -----------------       ---------------
   Total current liabilities                      138,975                35,000
                                         -----------------       ---------------


                     S T O C K H O L D E R S' D E F I C I T

Stockholders' deficit:
  Preferred stock, no par value,
   50,000,000 shares authorized,
   no shares issued and outstanding                     -                     -
  Common stock, par value $0.0001
   per share, 500,000,000 shares
   authorized, 2,610,000 issued
   and outstanding (2,610,000 on 7/31/04)             261             1,918,622
  Additional paid-in capital                    1,918,361              -
  Accumulated deficit                          (2,050,530)           (1,953,622)
                                         -----------------       ---------------
   Total stockholders' deficit                   (131,908)              (35,000)
                                         -----------------       ---------------

   Total liabilities and stockholders'
       deficit                           $          7,067        $            -
                                         =================       ===============







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

                                      F - 3

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                            STATEMENTS OF OPERATIONS



                                                 For the Years Ended July 31:
                                             -----------------------------------
                                                   2005                2004
                                             -----------------   ---------------
Cost and expenses:
 Selling, general and administrative expenses        93,168             150,403
                                             ---------------     ---------------

Loss from operations                                (93,168)           (150,403)
                                             ---------------     ---------------

Other income (expense):

 Loss on uncollectible note receivable                    -             (30,013)
 Interest income (expense)                           (4,267)              4,757
 Gain on the surrender of common stock                    -              72,000
 Gain on the sale of securities                           -              31,230
 Other income                                           527                   -
                                             ---------------     ---------------

       Total other income (expense)                  (3,740)             77,974

       Net loss from continuing operations          (96,908)            (72,429)

Discontinued operations (Note B ):
 Loss from discontinued operations                        -            (159,695)
 Gain on sale of property and equipment                   -             367,633
                                             ---------------     ---------------

                                                          -             207,938

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

Net income from discontinued operations                   -             200,938

       Net income (loss)                     $      (96,908)     $      128,509
                                             ===============     ===============

Per Common Share (basic and diluted):

   Net loss from continuing operations       $        (0.04)     $        (0.03)

   Net income from discontinued operations                -                0.08
                                             ---------------     ---------------

      Net income (loss)                      $        (0.04)     $         0.05
                                             ===============     ===============

Shares used in computing loss per
 common share                                     2,610,000           2,644,000
                                             ===============     ===============




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

                                      F - 4

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                   For the Years ended July 31, 2005 and 2004

<TABLE>
<CAPTION>

                                                                                                  Accumulated
                                                                      Additional                      Other         Total
                                            Common         Common       Paid-in    Accumulated    Comprehensive  Stockholders'
                                            Shares          Stock       Capital      Deficit         Income     Equity (Deficit)
                                         ------------  -------------  ----------  -------------  -------------  ----------------
<S>             <C> <C>                    <C>         <C>            <C>         <C>            <C>            <C>
Balance at July 31, 2003                   2,775,667   $  1,977,798   $       -   $ (1,678,551)  $      5,203   $       304,450

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

Issuance of common stock in lieu of
    cash payment to vendor                    35,000         12,600           -              -              -            12,600

Other issuance (redemption) of common
    stock, net                                  (667)           224           -              -              -               224

Comprehensive income:

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

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

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

    Total comprehensive income                     -              -           -              -              -           123,306

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

Liquidating dividends paid                         -              -           -       (313,200)             -          (313,200)
                                         ------------  ------------- -----------  -------------  -------------  ----------------
Balance at July 31, 2004                   2,610,000      1,918,622           -     (1,953,622)             -           (35,000)

Recapitalization effect of change
    in par                                (1,918,361)     1,918,361           -              -              -                 -

Net loss                                           -              -           -        (96,908)             -           (96,908)
                                         ------------  ------------- -----------  -------------  -------------  ----------------

Balance at July 31, 2005                   2,610,000   $        261  $1,918,361   $ (2,050,530)  $          -   $      (131,908)
                                         ============  ============= ===========  =============  =============  ================
</TABLE>


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

                                      F - 5

<PAGE>

                                    LINCOLN INTERNATIONAL CORPORATION
                                        STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                  For the Years Ended July 31:
                                                               ---------------------------------
                                                                     2005              2004
                                                               ---------------   ---------------
Cash flows from operating activities:
<S>                                                            <C>               <C>
    Net income (loss)                                          $      (96,908)   $      128,509
    Adjustments to reconcile net income (loss)
       to net cash used in operating activities:
          Depreciation                                                    -              20,885
          Gain on sale of property and equipment                          -            (367,633)
          Gain on sale of marketable securities                           -              (6,230)
          Gain on the surrender of common stock                           -             (72,000)
          Changes in operating assets and liabilities:
             Accounts receivable                                          -              56,213
             Other current assets                                         -               1,010
             Accounts payable                                             -             (35,250)
             Advances from - related party                           24,879                   -
             Accrued expenses                                        14,096             (39,571)
                                                               -------------     ---------------

          Net cash used in operating activities                     (57,933)           (314,067)
                                                               -------------     ---------------

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

          Net cash provided by investing activities                       -           1,170,125
                                                               -------------     ---------------

Cash flows from financing activities:
    Issuance (repurchase) of common stock, net                            -              12,825
    Repayment on line of credit                                           -             (47,500)
    Proceeds (repayment) of notes payable - related party            65,000             (52,819)
    Principal payments on long-term debt                                  -            (473,431)
    Principal payments on capital lease obligations                       -              (3,877)
    Liquidating dividend distribution                                     -            (313,200)
                                                               -------------     ---------------

          Net cash used in (provided by) financing activities        65,000            (878,002)
                                                               -------------     ---------------

          Net increase (decrease) in cash and cash equivalents        7,067             (21,944)

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

          Cash and cash equivalents at end of year             $      7,067      $            -
                                                               =============     ===============


Supplemental disclosures of cash flow information:

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

    Non-cash distribution-AUSA, Inc. stock                     $          -      $       90,380
                                                               =============     ===============


</TABLE>

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

                                      F - 6

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                             July 31, 2005 and 2004



NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. As reflected in the accompanying
financial statements, the Company has incurred net losses and negative cash
flows from operations over the prior two years which raises substantial doubt
about the Company's ability to continue as a going concern. As more fully
discussed under "Nature of Business" below and Note B, the Company has
discontinued or sold all of its operations with only certain accrued expenses
remaining on the July 31, 2005 and 2004 balance sheets. The financial statements
do not include any adjustments that might result from the Company not continuing
as a going concern.

Nature of Business: During the periods covered in this report, the Company
operated two business segments: the Rental Property division and the Accounting
USA division. Both of these divisions were discontinued in the fiscal year ended
July 31, 2004.

The Rental Property division owned and operated commercial office rental
properties in Louisville, Kentucky. Since August 1, 2000, the Company had owned
and operated as many as four Class A suburban office properties. On August 22,
2003, the last remaining property was sold and the Company discontinued these
operations with no plans to invest in rental properties in the future. See Note
B for further discussion of the sale of the property.

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

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

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

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and
cash in banks in demand and time deposit accounts with maturities of 90 days or
less.

                                     F - 7

<PAGE>

LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2005 and 2004



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

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

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

The Company uses the straight-line method of computing depreciation for
financial statement purposes and accelerated methods for income tax purposes.
Leasehold improvements are amortized using the straight-line method over the
lease term. Depreciation expense for the years ended July 31, 2005 and 2004 was
$0 and $20,885, respectively.

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

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

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

NOTE B--DISCONTINUED OPERATIONS

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

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

                                     F - 8

<PAGE>

LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2005 and 2004



NOTE B--DISCONTINUED OPERATIONS--CONTINUED

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

Pretax results of discontinued operations by business segment are as follows at
July 31, 2004:

Segment:
                                                               2004
Rental Property division:
  Loss from operations                                       $  (66,469)
  Gain of sale of property & equipment                          367,633
                                                             -----------
                                                                301,164

Accounting USA division:
  Loss from operations                                          (93,226)

Combined:
  Loss from operations                                         (159,695)
  Gain of sale of property & equipment                          367,633
                                                             -----------
                                                             $  207,938
                                                             ===========

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

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

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

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

                                     F - 9

<PAGE>

LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2005 and 2004



NOTE C--LINE OF CREDIT AND LONG-TERM DEBT OBLIGATIONS--CONTINUED

Between September 27, 2004 and July 31, 2005, the Company's principal
shareholder has made a total of $84,100 in loan advances to the Company for
general corporate purposes. The notes are payable on demand, accrue interest at
an annual rate of 9.0%, and are convertible into 731,687 shares of common stock.
The notes also include warrants to purchase a total of 731,687 shares of common
stock at a strike price of $0.11 per share for a period of five years. The
strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.
Interest expense for the year ended July 31, 2005 is $4,268.

NOTE D--ACCRUED EXPENSES

Accrued expenses consist of the following:
                                                    2005               2004
                                             ---------------     ---------------

     Accrued professional fees               $      44,828       $      35,000
     Accrued interest - related party                4,268                   -
                                             ---------------     ---------------
                                             $      49,096       $       35,000

NOTE E--INCOME TAXES

The components of the income tax expense are as follows:

                                                  2005               2004
                                             ---------------     ---------------

     State and local income taxes            $            -      $        7,000

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

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

                                                    2005               2004
                                             ---------------     ---------------
Deferred tax assets:
     Net operating loss carryforwards        $            -      $      509,766
Valuation allowance                                                    (509,766)
                                             ---------------     ---------------
Net deferred tax asset (liability)           $            -      $            -
                                             ===============     ===============

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

                                     F - 10

<PAGE>

LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2005 and 2004



NOTE E--INCOME TAXES--CONTINUED

                                                    2005               2004
                                             ---------------     ---------------

     Federal tax at the statutory rate       $            -      $       46,073
     State and local income taxes, net of
        federal Tax benefit                               -               7,000
     Change in valuation allowance                        -            (115,348)
     Effect of distribution of AUSA, Inc.                 -              69,275
                                             ---------------     ---------------

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

NOTE F--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, 2005 and 2004. The plan had a
zero balance as of July 31, 2005 and 2004.

NOTE G--LITIGATION SETTLEMENT

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

NOTE H--REVERSE STOCK SPLIT

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

The following is a summary of the completed transaction:

        Old              1-for-3      Fractional     Shares        New
        Shares           Split        "Scrip"        Purchased     Shares
        ---------        ---------    ----------     ---------     ---------
        8,792,000        2,931,000    (156,000)      1,000         2,776,000

                                     F - 11

<PAGE>

LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2005 and 2004



NOTE I--RELATED PARTY TRANSACTIONS

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

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

Between September 27, 2004 and April 30, 2005, the Company's principal
shareholder has made a total of $65,000 in loan advances to the Company for
general corporate purposes. The notes are payable on demand, accrue interest at
an annual rate of 9.0%, and are convertible into 565,513 shares of common stock.
The notes also include warrants to purchase a total of 565,513 shares of common
stock at a strike price of $0.11 per share for a period of five years. The
strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.

Between May 1, 2005 and July 31, 2005, Lincoln`s principal shareholder paid
certain expenses of the company totaling $24,879 that are to be reimbursed at a
later date.

NOTE J--CHANGE IN CONTROL

On August 6, 2004, certain stockholders representing 83.3% of the Company's
issued and outstanding shares sold their stock to a third party. The new
controlling stockholder has acquired the Common Stock of the Company as an
investment. In connection with the acquisition of the Common Stock all directors
and officers of the Company resigned and two designees selected by the new
principal owner were elected to the Board of Directors. The new Board of
Directors then elected two new officers who serve, respectively, as (a)
President and Secretary and (b) Treasurer and Assistant Secretary. Due to the
nature of the change in control, utilization of the net operating loss
carryforwards is not possible.

NOTE K--REVERSE MERGER

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

                                     F - 12

<PAGE>

LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2005 and 2004



NOTE L--STOCK DIVIDEND

On February 1, 2005, the Board of Directors declared a 999-to-1 stock dividend
for the common stock of the Company for all holders of common stock as of the
close of business on February 2, 2005. Total shares issued and outstanding
immediately following such stock dividend was 2,610,000. All per share
information in this report has been restated retroactively for this event. As a
result, the Company's par value changed to $0.0001, reflected as a
recapitalization at July 31, 2005.

NOTE M--SUBSEQUENT EVENTS

Lincoln entered into an agreement dated September 30, 2005 with ShowToGo, LLC, a
private limited liability company existing under the laws of the State of
Delaware. Pursuant to this agreement, the sole stockholder of ShowToGo, LLC will
exchange all of his outstanding securities in that company in return for
approximately 22,968,000 shares of Lincoln's common stock, and ShowToGo, LLC
will become a wholly-owned subsidiary of Lincoln. Lincoln's stockholders of
record as of the closing shall receive a payment of $111,000, minus any unpaid
expenses currently outstanding, and STG shall repay approximately $65,000 of
Lincoln's outstanding indebtedness. This transaction is subject to a number of
conditions precedent, including the successful completion by ShowToGo, LLC of a
private placement transaction wherein it raises at least $2,000,000. There is no
assurance that such conditions will be achieved or the transaction completed.

The closing of this transaction will result in a change of control of Lincoln as
well as the resignation of all of Lincoln's current directors and officers.
After the closing, Lincoln intends to change its name to ShowToGo, Inc.

                                     F - 13
<PAGE>

ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

On July 8, 2005 Lincoln received notice that its current accounting firm,
Carpenter, Mountjoy & Bressler, PSC, was resigning effective immediately.
Carpenter, Mountjoy & Bressler's reports for the last two fiscal years did not
contain any adverse opinion, disclaimer of opinion or was modified in any way.
There were no disagreements with Lincoln's former accountant as to any matter of
accounting principle or practices, financial statement disclosure or auditing
scope or procedure.

On August 1, 2005, Lincoln engaged Sherb & Co., LLP, 805 Third Avenue, New York,
NY 10022 as its new independent auditor.

ITEM 8A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. Lincoln's management
evaluated, with the participation of its chief executive officer and its chief
financial officer, the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this Annual Report on Form 10-KSB. Based
on this evaluation, its chief executive officer and its chief financial officer
have concluded that Lincoln's disclosure controls and procedures are effective
to ensure that information which the company is required to disclose in reports
that the company file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

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

ITEM 8B.   OTHER INFORMATION

None.

                                       7

<PAGE>

                                    PART III


ITEM 9:   DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Directors, Executive Officers and 5% Shareholders

Directors, Executive
Officers and 5%                            Shares Owned as of
Shareholders               Since    Age      July 31, 2004      Percent of Class
--------------------       -----    ---    ------------------   ----------------

Derek L. Caldwell (1)       2004      40          0                     0.0%
 President, Secretary
 and Director

Samir N. Masri (1)          2004      60          0                     0.0%
 Treasurer, Assistant
 Secretary and Director

Officers and Directors                            0                     0.0%
 as a Group                                ==================   ================



(1)   Messrs. Caldwell and Masri were appointed to the Board of Directors and
      their current positions on August 6, 2004 following a change in control of
      the company.
BUSINESS HISTORY OF OFFICERS AND DIRECTORS

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

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

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


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT


Mr. Nathan Low, the majority owner of the company, was late in filing a Form 4
concerning the acquisition of certain derivative securities of Lincoln. This
Form 4 covered three transactions in which Mr. Low advanced funds to Lincoln in
return for certain convertible promissory notes and warrants as more fully
explained in ITEM 12. These derivative securities are available only upon Mr.
Low's conversion of his outstanding loans to the company. Currently, Lincoln
expects Mr. Low to cancel these loans without exercising the conversion feature.


CODE OF ETHICS


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

                                       8

<PAGE>

ITEM 10:  EXECUTIVE COMPENSATION


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

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
NAME AND PRINCIPAL          YEAR                   SALARY                  BONUS                  OTHER COMPENSATION
POSITION
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                         <C>                    <C>                     <C>                    <C>
Derek L. Caldwell,          2005                   $0                      $0                     $0
President and Secretary
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Samir N. Masri, Treasurer   2005                   $15,000                 $0                     $0
and Assistant Secretary
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Thurman L. Sisney,          2004                   $12,954                 $0                     $  9,492
President, Treasurer
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Richard J. Frockt, Acting   2004                   $0                      $0                     $0
President and Secretary
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Kenneth S. Berryman, Acting 2004                   $44,538                 $0                     $0
Treasurer and President of
the AUSA division
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

--------------- ---------------------- ----------------------- -----------------
Title of Class  Name and Address of    Amount and Nature of    Percent of Class
                Beneficial Owner       Beneficial Ownership
--------------- ---------------------- ----------------------- -----------------
Common Stock    Nathan Low             2,175,000  shares of    83.33%
                                       Common Stock
--------------- ---------------------- ----------------------- -----------------

All of the company's securities are no par common stock.

ITEM 12:  Certain Relationships and Related Transactions.

Between September 27, 2004 and April 30, 2005, Lincoln's principal shareholder
has made a total of $65,000 in loan advances to the company for general
corporate purposes. The notes are payable on demand, accrue interest at an
annual rate of 9.0%, and are convertible into 565,513 shares of common stock.
The notes also include warrants to purchase a total of 565,513 shares of common
stock at a strike price of $0.11 per share for a period of five years. The
strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.

                                       9

<PAGE>

Between May 1, 2005 and July 31, 2005, Lincoln's principal shareholder paid
certain expenses of the company totaling $24,879 that are to be reimbursed at a
later date.


ITEM 13:  EXHIBITS AND REPORTS ON FORM 8-K
          (a)  Exhibits:



Exhibit       Description of Document
Number

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       10

<PAGE>

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

(7)      Form 8-K filed July 12, 2005 reporting the resignation of the Lincoln's
         principal independent accountant and the appointment of Sherb & Co.,
         LLP as Lincoln's new principal independent accountant.

(8)      Form 8-K filed  October 4, 2005  reporting  the  entering of a material
         agreement  with  ShowToGo, LLC that will result in a change of control.


ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES


Audit Fees


The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of Lincoln's annual
financial statements and review of financial statements included in the
company's Form 10QSB or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years are $18,000 and $22,235, respectively.


Audit Related Fees


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


Tax Fees


The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning for those fiscal years is $0 and $133, respectively.


All Other Fees


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

The board of directors of Lincoln does not have a separate audit committee. The
board of directors does not have any policy regarding the pre-approval of audit
or non-audit related services by its accountants.

                                       11

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                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Lincoln International Corporation has duly caused this report to be
signed on its behalf, by the undersigned, President, Chief Executive Officer,
and Secretary, Derek L. Caldwell, and by its Treasurer, Chief Financial Officer,
and Assistant Secretary, Samir N. Masri, as thereunto duly authorized in the New
York, New York, on the 28th day of October, 2005.

                        LINCOLN INTERNATIONAL CORPORATION


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

Date: October 28, 2005


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

Date: October 28, 2005


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


 SIGNATURE                      TITLE

(1)  Principal Executive Officers


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


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



(2) Directors


/s/ Derek L. Caldwell           Director
-----------------------
Derek L. Caldwell


/s/ Samir N. Masri              Director
-----------------------
Samir N. Masri