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, 2000                   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, 2000.

                              Common (no-par) 7,972

                       DOCUMENTS INCORPORATED BY REFERENCE

              (1)      Annual Report -- 1999-2000
              (2)      Information Statement -- 2000

         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 a total  purchase  price of $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 and currently retains ownership
of the  property  located at 2200,  2211,  and 2300 Greene  Way,  Jeffersontown,
Kentucky.  For the past year,  Lincoln has renewed  existing  tenant  leases and
sought to lease remaining vacant space. As of July 31, 2000 approximately 89% of
the total space has been leased.

         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 that 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,
              1741 Kensington Pl. Lane, Louisville, Kentucky 40205-2748;
         6.   150 shares to Russell Roth, Director, 7769 Spanish Lake Dr., Las
              Vegas, NV 89113;
         7.   427 shares to Thurman L. Sisney and/or Sherleen Sisney, Director
              and Chairman of the Board, 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. As of July
31, 2000 Lincoln  International  Corporation  had  advanced  $900,000 of its 1.5
million dollar  investment  commitment in the newly formed  Accounting USA, Inc.
Two of the Directors of Lincoln International Corporation (Thurman L. Sisney and
Richard J. Frockt) serve as two of the three  Directors of Accounting  USA, Inc.
along with the third Director, Mr. Brian McDonald. 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 a client in Columbus, Ohio and
one in the State of Vermont.  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,  2000,  LINCOLN  employed  one (1) person in an adminis-
trative/clerical  capacity and Accounting USA, Inc. employed  twenty-nine (29)
employees.


ITEM 2:  Properties

         The following are the various  properties owned or leased by LINCOLN as
of July 31, 2000.

<TABLE>
<CAPTION>

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


                               LINCOLN ADMINISTRATIVE OFFICES

         Louisville, KY             Offices                   600 sq. feet.             Owned

                                RENTAL PROPERTIES

         Louisville, KY             Office Spaces             16,210 sq. ft             Owned

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

         Louisville, KY             Office Spaces             12,500 sq. ft             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. Legal counsel for the corporation gives little merit
to the complaint or causes of actions raised by the  Plaintiffs.  If the company
should be unsuccessful on its Motion to Dismiss, our answer will be filed to the
complaint.  On March 31, 2000 the Plaintiffs  filed their Response to Defendants
Motion  to  Dismiss.  At  this  time,  the  Court  has not  ruled  on any of the
intervening motions.


<PAGE>


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, 2000, 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

                                               2000            1999            1998           1997            1996
<S>                                         <C>             <C>             <C>            <C>             <C>

     Revenues                               692,942         190,050         297,459        292,719         301,629

     Income (loss) before
         extraordinary items               (500,914)      1,474,483         (72,688)      (154,577)        494,735

     Net income (loss)                     (500,914)      1,474,483         (72,688)      (154,577)        494,735

     Earnings (loss) per common share:

         Income (loss) before
              extraordinary items            (62.83)         235.64          (17.16)        (38.71)         122.70

         Net income (loss)                   (62.83)         235.64          (17.16)        (38.71)         122.70

     Cash dividends                               0               0               0              0               0

     Total assets                         3,786,349       3,690,394       1,147,311      1,236,802       1,358,785

     Long-term obligations                   85,511               0         380,205        385,511         387,250

     Gain (loss) on sale of property,
         equipment, and operating
         assets                             (12,884)      2,359,078               0         24,999         715,210

</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 fiscal year 1998 through  July 31, 2000.  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 trend  increasing of selling  directly to purchasers or end users
such as packing and slaughterhouses. In July of 1995, the company entered into a
ten-year  lease  of the  operation  with  Michigan  Livestock  Exchange  in East
Lansing,  Michigan,  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 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  if  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.

         Notwithstanding  the  discovery  of lead  and  arsenic  in  significant
amounts on the property as well as asbestos roofing on a significant part of the
approximate  16 acres of roofing on that  facility,  the Home of the  Innocents,
Inc.  purchased  the site upon which the  auction  was  located in March 5, 1999
providing $3,377,991 in capital net of expenses.  Out of those sale proceeds the
first  mortgage on the property to Stockyard  Bank in the amount of $385,605 was
paid off.

         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 1180 Capital Way in Louisville,  Kentucky.
Then on June 18, 1999 the company purchased  approximately 44,311 square feet of
professional office space in three (3) buildings located at 2200, 2300, 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



<PAGE>


expenses  using  historically  provided  expenses  representing  37.77% of gross
income.  This  represented  a cash flow larger than  existed  under  leasing 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  that 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.

         The company  continued  looking for other  businesses  to buy, to merge
with or to invest in that  would  allow the  company's  assets to be put to work
producing on-going revenue.

         After looking at many  acquisitions,  the company found a business that
represented potential for growth and expansion.

         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 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.  As of July 31, 2000 Lincoln  International  Corporation  had advanced
$900,000 of its 1.5 million  dollar  investment  commitment  in the newly formed
Accounting USA, Inc. Two of the Directors of Lincoln  International  Corporation
(Thurman L. Sisney and Richard J. Frockt) serve as two of the three Directors of
Accounting  USA,  Inc.  along  with the  third  Director,  Mr.  Brian  McDonald.
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 a client in Columbus, Ohio and one in the State of Vermont. 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  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



<PAGE>


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.

         On May 3, 2000 the company sold the 3,500 square foot commercial  space
located at 11860 Capital Way. The proceeds from the sale of this property,  plus
cash on hand, plus proceeds from the line of credit were to be the source of the
capital to be invested in Accounting USA. It was expected that the rental income
from the  commercial  property the company  owns,  would be  sufficient  to meet
current  obligations,  including debt service on the line of credit. It was also
expected that a sale of one or more of the  buildings  would take place in order
to pay off the line of credit after it reached the approved $1,000,000 amount.

         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, which 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.

Net working capital changed from a positive of $347,919 as of July 31, 1999 to a
negative of $421,656 as of July 31, 2000 for two (2) primary reasons:

1.       The company took out of the million  dollar line of credit in September
of 1999 to be used primarily as capital  infusion into Accounting USA.  $500,000
of that line was drawn down and therefore  reflected in the current  liabilities
of the company as of July 31, 2000; and

2.       Much of the cash that was  available  and reported as of July 31, 1999
had been used in the  investment in Accounting USA.

         The negative net working capital of $421,656 should not have an adverse
effect  on the  ability  to  operate  the  company  because  one or  more of the
buildings will be sold to pay off the line of credit, or in the alternative, the
line of credit will be replaced by a fixed rate,  long term  mortgage  that will
remove the line of credit as a current  liability.  It is expected  that the net
revenue from rental of the commercial  office space owned by the company will be
sufficient,  until such time as to a determination  can be made about the future
profitability or possibilities related to Accounting USA.

         Rental income from the company's  commercial property is $36,409.75 per
month or  $436,914  per year upon  execution  if the 4,236  square feet lease of
Suite 200 in 2300 Greene Way. On a near term basis,  rental income plus the sale
of one or more of the three (3) commercial office buildings owned by the company
should be sufficient to provide the liquidity to meet current obligations. It is
expected  that the sale of at least  one of the  buildings  and  converting  the
company's line of credit to a fixed rate mortgage will not only provide capital,
but also retain rental income sufficient to meet the company's obligations.  The
long-term liquidity needs of the company are largely predicated upon the success
of  Accounting  USA, a start-up  company that will not reach a break-even  point
until the fall of 2001. Therefore,  the ultimate profitability of Accounting USA
will  dictate,  to some extent,  the  liquidity of the  company.  Other  capital


<PAGE>


resources  will be  evaluated  on an  on-going  basis.  The sale of real  estate
raising  additional  equity  capital  and the  merger  or sale of a  portion  of
Accounting USA represent only  potential or possible  additional  sources in the
future.


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

DIRECTORS                           SINCE          SHARES OWNED AS OF 07/31/2000


Thurman L. Sisney,
President
Director, Age 54                    1994                    2,785

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

Russell R. Roth
Secretary/Treasurer
Director                            1997                      150

Janet Clark Frockt
Director                            1997                    1,207(1)
                                                          -------
Officers & Directors as a group                             5,350

         (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.


<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.

         Russell R. Roth--Mr.  Roth is  Secretary-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 1999-2000 were $2,831.


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.

         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,
Russell  R.  Roth,  as  thereunto  duly  authorized  in the City of  Louisville,
Commonwealth of Kentucky, on the 11th day of June, 2001.

                                    LINCOLN INTERNATIONAL CORPORATION


                                    By:/s/THURMAN L. SISNEY
                                       -----------------------------------------
                                          Thurman L. Sisney, President

                                    Date:
                                          --------------------------------------



                                    By:/s/RUSSELL R. ROTH
                                       -----------------------------------------
                                          Russell R. Roth, Sec./Treas.

                                    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

               By:/s/THURMAN L. SISNEY
               -----------------------------
                     Thurman L. Sisney                   President

               By:/s/RICHARD JAY FROCKT
               -----------------------------
                     Richard Jay Frockt                  Chairman of the Board

               By:/s/RUSSELL R. ROTH
               -----------------------------
                     Russell R. Roth                     Secretary/Treasurer

               (2)  Directors

               By:/s/THURMAN L. SISNEY
               -----------------------------
                     Thurman L. Sisney                   Director

               By:/s/RICHARD JAY FROCKT
               -----------------------------
                     Richard Jay Frockt                  Director

               By:/s/JANET CLARK FROCKT
               -----------------------------
                     Janet Clark Frockt                  Director

               By:/s/RUSSELL R. ROTH
               ------------------------------
               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  consolidated  balance  sheets  of  Lincoln  International
Corporation  listed in the  accompanying  index to  Financial  Statements  (Item
14(a)) as of July 31, 2000 and 1999, and the related consolidated  statements of
operations,  stockholders' equity, and cash flows for each of the three years in
the  period  ended  July  31,  2000.   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 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  listed in the accompanying  Index to
Financial Statements (Item 14(a)) present fairly, in all material respects,  the
consolidated financial position of Lincoln International  Corporation as of July
31, 2000 and 1999, and the  consolidated  results of its operations and its cash
flows  for each of the  three  years in the  period  ended  July  31,  2000,  in
conformity with accounting principles generally accepted in the United States of
America.

As described in Note 17 to the consolidated  financial  statements,  the Company
incorrectly  capitalized  organization  costs.  Also, the minority  interest was
reflected as a debit  balance  under  stockholders'  equity in the  consolidated
balance  sheet.  As the  minority  owner has no further  commitments  to provide
capital,  the minority  interest should have been allocated losses to the extent
to bring the interest to zero. The 2000 financial  statements have been restated
to reflect these changes.




POTTER & COMPANY, LLP
Louisville, Kentucky
October 20, 2000
(except for Note 17, as to which
the date is May 25, 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:

         Consolidated balance sheets - July 31, 2000 and 1999

         Consolidated statements of operations - years ended July 31, 2000,
         1999, and 1998

         Consolidated  statements of stockholders' equity - years ended July 31,
         2000, 1999, and 1998

         Consolidated  statements  of cash flows - years  ended  July 31,  2000,
         1999, and 1998

         Notes to consolidated financial statements


Supporting schedules for the three years ended July 31, 2000, 1999, and 1998:

         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, 2000, 1999, and 1998

             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, 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
                                          =============     ===========     ============     ============             ===========

Year ended July 31, 1998
     Reserves deducted from assets:
        Allowance for losses:
           Accounts receivable            $      40,332     $    17,550     $          0     $    (57,882)*           $         0
                                          =============     ===========     ============     ============             ===========



* The allowance for losses on accounts receivable and accounts receivable were reduced by $57,882 per a settlement
  agreement dated August 18, 1998.
</TABLE>


<PAGE>












                        LINCOLN INTERNATIONAL CORPORATION

                        CONSOLIDATED FINANCIAL STATEMENTS
                        AND INDEPENDENT AUDITOR'S REPORT

                          July 31, 2000, 1999, and 1998












<PAGE>


INDEPENDENT AUDITOR'S REPORT




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

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Lincoln
International  Corporation  as of July  31,  2000  and  1999,  and  the  related
consolidated statements of operations,  stockholders' equity, and cash flows for
each of the three  years in the period  ended  July 31,  2000.  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 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  consolidated   financial  position  of  Lincoln
International  Corporation  as of July 31, 2000 and 1999,  and the  consolidated
results of its  operations and its cash flows for each of the three years in the
period ended July 31, 2000, in conformity with accounting  principles  generally
accepted in the United States of America.

As described in Note 17 to the consolidated  financial  statements,  the Company
incorrectly  capitalized  organization  costs.  Also, the minority  interest was
reflected as a debit  balance  under  stockholders'  equity in the  consolidated
balance  sheet.  As the  minority  owner has no further  commitments  to provide
capital,  the minority  interest should have been allocated losses to the extent
to bring the interest to zero. The 2000 financial  statements have been restated
to reflect these changes.




POTTER & COMPANY, LLP
October 20, 2000
(except for Note 17, as to which
the date is May 25, 2001)


<PAGE>

<TABLE>
<CAPTION>


                               LINCOLN INTERNATIONAL CORPORATION
                                  CONSOLIDATED BALANCE SHEETS
                                     July 31, 2000 and 1999


                                          A S S E T S

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

Current assets:
    Cash and cash equivalents                                   $       86,802     $     396,466
    Accounts receivable, less allowance of
       $8,195 for 2000 and $0 for 1999                                  55,348                 0
    Note receivable                                                     38,023                 0
    Other receivables                                                    6,627             2,500
    Prepaid expenses                                                    50,819                 0
                                                                  -------------      ------------
       Total current assets                                            237,619           398,966
                                                                  -------------      ------------

Net property and equipment                                           3,091,224         3,105,922
                                                                  -------------      ------------

Noncurrent asset:
    Deferred tax asset                                                 457,506           185,506
                                                                  -------------      ------------

       Total assets                                             $    3,786,349     $   3,690,394
                                                                  =============      ============


                                     L I A B I L I T I E S

Current liabilities:
    Line of credit                                              $      500,000     $           0
    Current maturities of long-term debt                                29,640                 0
    Obligation under capital lease                                       3,048                 0
    Accounts payable                                                    78,592            32,297
    Accrued expenses                                                    47,995            18,750
                                                                  -------------      ------------
       Total current liabilities                                       659,275            51,047
                                                                  -------------      ------------

Noncurrent liabilities:
    Long-term debt, less current maturities                             70,784                 0
    Obligation under capital lease                                      14,727                 0
    Deferred tax liability                                             786,517           883,387
                                                                  -------------      ------------
       Total noncurrent liabilities                                    872,028           883,387
                                                                  -------------      ------------

       Total liabilities                                             1,531,303           934,434
                                                                  -------------      ------------

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,
       7,972 shares issued and outstanding                           1,879,898         1,879,898
    Retained earnings                                                  375,148           876,062
                                                                  -------------      ------------
       Total stockholders' equity                                    2,255,046         2,755,960
                                                                  -------------      ------------

       Total liabilities and stockholders' equity               $    3,786,349     $   3,690,394
                                                                  =============      ============

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                      LINCOLN INTERNATIONAL CORPORATION
                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                  Years ended July 31, 2000, 1999, and 1998



                                                              2000              1999              1998
                                                              ---------------   ---------------   ------------
<S>                                                           <C>               <C>               <C>

Revenues                                                      $      692,942    $      190,050    $   297,459
                                                                -------------     -------------     ----------

Costs and expenses:
    Cost of revenues                                                 616,216            79,035         64,422
    Operating, general and administrative expenses                   916,673           325,078        276,940
                                                                -------------     -------------     ----------

          Total costs and expenses                                 1,532,889           404,113        341,362
                                                                -------------     -------------     ----------

          Loss from operations                                      (839,947)         (214,063)       (43,903)
                                                                -------------     -------------     ----------

Other income (expense):
    Gain (loss) on sale of property, equipment, and
       operating assets                                              (12,884)        2,359,078              0
    Interest and dividend income                                      18,618            48,606              0
    Miscellaneous income                                                   0             1,355          6,276
    Interest expense                                                 (35,307)          (20,312)       (35,061)
                                                                -------------     -------------     ----------

          Total other income (expense)                               (29,573)        2,388,727        (28,785)
                                                                -------------     -------------     ----------

          Income (loss) before income taxes                         (869,520)        2,174,664        (72,688)

Provision for (benefit from) income taxes                           (368,606)          700,181              0
                                                                -------------     -------------     ----------

          Net income (loss)                                   $     (500,914)   $    1,474,483    $   (72,688)
                                                                =============     =============     ==========

          Net income (loss) per common share                  $       (62.83)   $       235.64    $    (17.16)
                                                                =============     =============     ==========

</TABLE>



<PAGE>


                      LINCOLN INTERNATIONAL CORPORATION
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  Years ended July 31, 2000, 1999, and 1998


                                                  Retained           Total
                                                  Earnings       Stockholders'
                           Common Stock           (Deficit)         Equity
                           ------------           --------       ------------


Balance at July 31, 1997      $ 1,300,019           $(525,733)     $   774,286

Purchase of common stock
    for the treasury              (18,021)                  0          (18,021)

Net loss                                0             (72,688)         (72,688)
                              -----------           ---------      ------------

Balance at July 31, 1998        1,281,998            (598,421)         683,577

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

Net income                              0           1,474,483        1,474,483
                              -----------           ---------      ------------

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

Net loss                                0            (500,914)        (500,914)
                              -----------           ---------      ------------

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


<PAGE>

<TABLE>
<CAPTION>

                                   LINCOLN INTERNATIONAL CORPORATION
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                               Years ended July 31, 2000, 1999, and 1998



                                                                 2000              1999            1998
                                                              -----------   -------------   -------------
<S>                                                           <C>            <C>              <C>

Cash flows from operating activities:
    Net income (loss)                                         $ (500,914)    $ 1,474,483      $  (72,688)
    Adjustments to reconcile net income (loss) to net cash
       used in operating activities:
          Depreciation and amortization                          143,263          37,126          40,750
          Allowance for doubtful accounts                          8,195               0          17,550
          (Gain) loss on sale of property, equipment, and
             operating assets                                     12,884      (2,359,078)              0
          Deferred income taxes                                 (368,870)        697,881               0
          (Increase) decrease in:
             Receivables                                        (105,693)          8,411         (18,729)
             Prepaid expenses                                    (50,819)          3,141          (3,141)
          Increase (decrease) in:
             Accounts payable                                     46,295          19,986         (16,282)
             Accrued expenses                                     29,245          (2,809)        (21,409)
             Deferred rent                                             0         (18,810)         18,810
             Deposits                                                  0         (25,000)         25,000
                                                              ----------     -----------      ----------

          Net cash used in operating activities                 (786,414)       (164,669)        (30,139)
                                                              ----------     -----------      ----------

Cash flows from investing activities:
    Proceeds from sale of property, equipment and
       operating assets                                          263,743       3,377,991               0
    Purchase of property and equipment                          (386,349)     (3,119,696)        (12,087)
                                                              ----------     -----------      ----------

          Net cash provided by (used in) investing activities   (122,606)        258,295         (12,087)
                                                              ----------     -----------      ----------

Cash flows from financing activities:
    Proceeds from issuance of common stock                             0         597,900               0
    Net proceeds on line of credit                               500,000               0               0
    Proceeds from long-term borrowings                           115,000               0               0
    Principal payments on long-term debt                         (14,574)       (386,054)         (4,900)
    Principal payments on capital lease obligations               (1,070)              0               0
    Purchase of common stock for the treasury                          0               0         (18,021)
                                                              ----------     -----------      ----------

          Net cash provided by (used in) financing activities    599,356         211,846         (22,921)
                                                              ----------     -----------      ----------

          Net increase (decrease) in cash and cash equivalents  (309,664)        305,472         (65,147)

          Cash and cash equivalents at beginning of year         396,466          90,994         156,141
                                                              ----------     -----------      ----------

          Cash and cash equivalents at end of year            $   86,802     $   396,466      $   90,994
                                                              ==========     ===========      ==========

Supplemental disclosures of cash flow information:
    Cash paid during the year for interest                    $   34,937     $    20,312      $   35,121
                                                              ==========     ===========      ==========

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

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

</TABLE>


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2000, 1999, and 1998



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.

On October 1, 1999, the Company formed  Accounting USA, Inc. and received 75% of
the outstanding shares of common stock. The Company contributed  $500,000 at the
time of formation.  The Company was obligated over an 18 month period  beginning
October 1, 1999 to contribute an additional $1,000,000 for a total investment of
$1,500,000.  As if July 31, 2000, the Company had contributed $900,000,  leaving
an additional $600,000 to be contributed.

The  subsidiary  provides  payroll and  bookkeeping  services  primarily  in the
Louisville metropolitan area.

The revenue of the  subsidiary  constituted  approximately  50% of  consolidated
revenue for the year  ending July 31,  2000.  The results of  operations  of the
subsidiary  for the period October 1, 1999 through July 31, 2000 are included in
the consolidated statement of operations for the year ended July 31, 2000.

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.

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.


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2000, 1999, and 1998


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 $53,684 and $17,071 for the years ended July 31,
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.

The Company  files a  consolidated  federal  income tax return and includes each
wholly-owned  subsidiary.  Investment  tax credits are treated as a reduction of
the tax  provision  in the year in which the  benefit  is  earned  (flow-through
method).  Separate  state  income tax returns are filed for the Company and each
subsidiary.

Earnings Per Share:

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

Reclassifications of Previously Issued Financial Statements:

Certain  reclassifications  have  been  made  to the  1999  financial  statement
presentation  to correspond to the current year's  format.  Total equity and net
income are unchanged due to these reclassifications.


<PAGE>



                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2000, 1999, and 1998


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.

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,  2000,  the  Company  has  disbursed  $37,400 on the master  loan
agreement, leaving $62,600 available to draw.

The note receivable balance at July 31, 2000 is as follows:

     Company funds disbursed          $    37,400
     Interest receivable                      623
                                       ----------
         Total                        $    38,023
                                       ==========
NOTE 3 - OTHER RECEIVABLES

Other receivables consist of the following:

                                         2000            1999
                                      ----------      -------------

     Due from officer                 $  6,149         $       0
     Refundable deposits                   478             2,500
                                      --------         ---------
         Total                        $  6,627         $   2,500
                                      ========         =========

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:

                                                         2000           1999
                                                      ---------       ---------

     Prepaid leasing commissions                      $  21,683       $       0
     Prepaid advertising costs                           18,972               0
     Prepaid maintenance, support, and training           9,224               0
     Other                                                  940               0
                                                       --------        --------
         Total                                        $  50,819       $       0
                                                       ========        ========


<PAGE>



                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2000, 1999, and 1998


NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                                            2000          1999
                                                         ----------   ----------

     Land                                                $  281,804   $  310,054
     Building                                             2,572,321    2,790,483
     Office and computer equipment                          385,712       50,940
     Leasehold improvements                                   2,800        2,800
                                                         ----------   ----------
                                                          3,242,637    3,154,277
     Less accumulated depreciation and amortization         167,117       48,355
                                                         ----------   ----------
                                                          3,075,520    3,105,922
     Equipment held under capital lease,
         net of accumulated amortization                     15,704            0
                                                         ----------   ----------

     Net property and equipment                          $3,091,224   $3,105,922
                                                         ==========   ==========

Depreciation  expense  for the  years  ended  July 31,  2000,  1999 and 1998 was
$143,263, $37,126 and $40,750, 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 6 - LINE OF CREDIT

The Company maintains a line of credit with a local bank which bears interest at
prime  plus .50%  (prime at July 31,  2000 was  9.5%) and is  collateralized  by
substantially  all  corporate  real and personal  property with an assignment of
leases and rents.  Interest is payable monthly. The line of credit has a maximum
of  $1,500,000  which may be borrowed  and is  renewable  annually.  The balance
outstanding  on the line of  credit  at July  31,  2000  was  $500,000,  leaving
$1,000,000 available to draw.


<PAGE>



                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2000, 1999, and 1998



NOTE 7 - LONG-TERM DEBT
                                                        2000             1999
                                                    ------------     -----------
     Term note payable, interest at 8.75%,
     monthly payments of $3,105, including
     principal and interest, due October 2004,
     $33,492 available to be drawn.                 $    100,424     $         0

     Less current maturities                              29,640               0
                                                    ------------     -----------
           Total                                    $     70,784     $         0
                                                    ============     ===========

As of July 31, 2000, the annual maturities required on the term note payable are
as follows:

     Year ending July 31:
            2001                                                  $  29,640
            2002                                                     32,340
            2003                                                     35,286
            2004                                                      3,158
                                                                  ---------
           Total                                                  $ 100,424
                                                                  =========

NOTE 8 - CAPITAL LEASE

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

                                            2000             1999
                                       -------------     -------------

     Office and computer equipment     $      18,845     $           0
     Less accumulated amortization             3,141                 0
                                        ------------      ------------
           Total                       $      15,704     $           0
                                        ============      ============

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, 2000:

     Year ending July 31:

            2001                                                 $    5,142
            2002                                                      5,142
            2003                                                      5,142
            2004                                                      5,142
            2005                                                      3,000
                                                                 ----------

           Net minimum lease payments                                23,568
           Less amount representing interest                          5,793
                                                                 ----------
           Present value of net minimum lease payments           $   17,775
                                                                 ==========


<PAGE>



                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2000, 1999, and 1998



NOTE 9 - ACCRUED EXPENSES

Accrued expenses consist of the following:

                                                    2000       1999
                                                  -------    -------

 Accrued payroll and payroll taxes                $27,529    $     0
 Accrued property taxes                            17,820     14,437
 Other                                              2,646      4,313
                                                  -------    -------
                           Total                  $47,995    $18,750
                                                  =======    =======

NOTE 10 - INCOME TAXES

A deferred tax asset has been  recognized for operating loss carryovers that are
available to offset future income taxes.  In addition,  a deferred tax asset has
been recognized for the loss incurred by an unconsolidated subsidiary which will
be recognized when the  unconsolidated  subsidiary is profitable or in the event
the unconsolidated subsidiary is liquidated.

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

The net deferred tax liability in the balance sheet consists of the following:

                                                    2000          1999
                                               ------------     ---------

          Deferred tax asset                   $    457,506     $ 185,506
          Deferred tax liability                   (786,517)     (883,387)
                                               ------------     ---------

          Net deferred tax liability           $   (329,011)    $(697,881)
                                               ============     =========

The Company has available at July 31, 2000  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                    $ 196,784
                      2007                            0
                      2008                       72,982
                      2009                       31,281
                      2010                       31,281
                      2011                            0
                      2012                       62,562
                      2013                       58,242
                                              ---------

                      Total                   $ 453,132
                                              =========


<PAGE>



                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2000, 1999, and 1998


NOTE 10 - INCOME TAXES (CONTINUED)

The provision for income taxes consists of the following:

                                     2000             1999              1998
                                  ----------       ----------        ----------

Federal income taxes             $     1,764       $   18,719       $        0
State and local income taxes             735            7,708                0
Deferred taxes                      (368,870)         697,881                0
Tax benefit of net operating
   loss carryforward                  (2,235)         (24,127)               0
                                  ----------        ---------         --------

         Total                   $  (368,606)      $  700,181       $        0
                                  ==========        =========        =========


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

                                          2000            1999           1998
                                       ----------      ----------     ----------

Depreciation                          $   (96,870)     $  883,387      $       0
Net deferred costs                         (5,776)              0              0
Net operating loss carryforward            (1,663)       (185,506)             0
Loss on unconsolidated subsidiary        (264,561)              0              0
                                        ---------        --------      ---------

         Total                        $  (368,870)     $  697,881      $       0
                                       ==========       =========      =========

For financial statement purposes,  the loss of the subsidiary is included in the
operations  of the Company.  The loss of the  subsidiary  is not included on the
parent company's tax return, as the subsidiary files separate income tax returns
for federal and state purposes.

NOTE 11 - LEASE COMMITMENTS

The Company has entered into operating lease agreements.

Total rental expense  amounted to $16,885 in 2000,  $32,323 in 1999, and $61,667
in 1998. Future minimum rentals at July 31, 2000 are as follows:

                  YEAR ENDING JULY 31:

                          2001                  $   15,163
                          2002                      10,163
                          2003                       6,566
                          2004                       5,367
                          2005                       3,578
                                                ----------
                               Total            $   40,837
                                                ==========


<PAGE>



                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2000, 1999, and 1998



NOTE 12 - 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, 2000:


        Land                              $     281,804
        Buildings and improvements            2,572,321
                                              ---------
                                              2,854,125
        Less accumulated depreciation            77,960
                                            -----------
                 Total                    $   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, 2000 are as
follows:

        Year ending July 31:

                2001                                 $    342,962
                2002                                      346,750
                2003                                      159,748
                2004                                       22,104
                2005                                       22,104
                Thereafter                                 71,838
                                                     ------------

                        Total                        $    965,506
                                                     ============

NOTE 13 - 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.


<PAGE>

<TABLE>
<CAPTION>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2000, 1999, and 1998



NOTE 13 - MAJOR BUSINESS SEGMENTS (CONTINUED)

                                                                   2000               1999            1998
                                                                -----------       -----------      -----------
<S>                                                             <C>               <C>              <C>
Revenues:
           Rental                                               $   375,312       $   190,050      $   297,459
           Bookkeeping                                              347,155                 0                0
                                                                -----------       -----------      -----------

                Total                                           $   722,467       $   190,050      $   297,459
                                                                ===========       ===========      ===========

Costs and expenses:
        Cost of revenues
           Rental                                               $   223,452       $    79,035      $    64,422
           Bookkeeping                                              398,417                 0                0
                                                                -----------       -----------      -----------
                Total                                               621,869            79,035           64,422
                                                                -----------       -----------      -----------

        Operating, general and administrative expenses
           Rental                                                   349,919           325,078          276,940
           Bookkeeping                                              590,626                 0                0
                                                                -----------       -----------      -----------
                Total                                               940,545           325,078          276,940
                                                                -----------       -----------      -----------

        Total costs and expenses                                  1,562,414           404,113          341,362
                                                                -----------       -----------      -----------

    Loss from operations                                           (839,947)         (214,063)         (43,903)

Interest income                                                      18,618            48,606                0
Non-operating income                                                      0         2,360,433            6,276
Non-operating expense                                               (12,884)                0                0
Interest expense                                                    (35,307)          (20,312)         (35,061)
                                                                -----------       -----------      -----------

    Gain (loss) before income taxes                             $  (869,520)      $ 2,174,664      $   (72,688)
                                                                ===========       ===========      ===========

Total assets:
           Rental                                               $ 3,339,876       $ 3,690,394      $ 1,147,311
           Bookkeeping                                              459,354                 0                0
                                                                -----------       -----------      -----------

                Total                                           $ 3,799,230       $ 3,690,394      $ 1,147,311
                                                                ===========       ===========      ===========

Capital expenditures:
           Rental                                               $    38,383       $ 3,119,696      $    12,087
           Bookkeeping                                              366,811                 0                0
                                                                -----------       -----------      -----------

                Total                                           $   405,194       $ 3,119,696      $    12,087
                                                                ===========       ===========      ===========

Depreciation and amortization:
           Rental                                               $    76,073       $    37,126      $    40,750
           Bookkeeping                                               67,190                 0                0
                                                                -----------       -----------      -----------

                Total                                           $   143,263       $    37,126      $    40,750
                                                                ===========       ===========      ===========

</TABLE>


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2000, 1999, and 1998



NOTE 13 - MAJOR BUSINESS SEGMENTS (CONTINUED)

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

REVENUES
Total revenue from reportable segments                      $   722,467
Elimination of intersegment revenues                            (29,525)
                                                            -----------
        Total consolidated revenues                         $   692,942
                                                            ===========

COSTS AND EXPENSES
Total costs and expenses from reportable segments           $ 1,562,414
Elimination of intersegment costs and expenses                  (29,525)
                                                            -----------
        Total consolidated costs and expenses               $ 1,532,889
                                                            ===========

ASSETS
Total assets for reportable segments                        $ 3,799,230
Elimination of intersegment receivables                         (12,881)
                                                            -----------
        Total consolidated assets                           $ 3,786,349
                                                            ===========

No  reconciliation is required as of July 31, 1999 and 1998 as only one business
segment existed at that time.

NOTE 14 - 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  $168,793
outstanding at July 31, 2000.

NOTE 15 - CAPITAL STOCK

During  fiscal 1999,  the Company  issued an  aggregrate  3,986 shares of common
stock to stockholders  residing in the state of Kentucky.  One option to acquire
an additional  share at $150 in the first year,  $160 in the second year or $170
in the third year after the issue was attached to each share issued.

NOTE 16 - COMMITMENTS

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,  2000 the Company had  commitments  of $20,090 for leasing  commissions
dependent on lease renewals.

NOTE 17 - CORRECTION OF AN ERROR

In the financial  statements  previously  issued,  organization costs of $16,780
were  capitalized and $2,797 of amortization  expense was deducted.  The $16,780
should have been expensed as incurred.

Also in the financial  statements  previously  issued, the minority interest was
reflected  as in a  deficit  position  due to the  subsidiary's  losses.  As the
minority  owner had no commitment to provide  additional  capital,  the minority
interest should have been limited to losses to bring the investment to zero.


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2000, 1999, and 1998


NOTE 17 - CORRECTION OF AN ERROR (CONTINUED)

The financial statements have been restated to reflect these changes.