SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM 10-K


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


         For fiscal year ended July 31, 2003 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.)


         2211 Greene Way
         Louisville, Kentucky                                           40220
_______________________________________                               __________
(Address of principal executive office)                               (Zip Code)


                                 (502) 992-9060
               __________________________________________________
               Registrant's telephone number, including area code


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


                                              Name of each
                                            exchange on which
          Title of each class                  registered
          ___________________               _________________

                 None                             None

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

                          Common Stock (no-par) voting
                                 Title of class


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

YES [ ] NO [X]

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

YES [ ] NO [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2).

YES [ ] NO [X]


<PAGE>


State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last business day of the registrant's most recently  completed second fiscal
quarter.


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


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

                              COMMON (NO-PAR) 2,609

                       DOCUMENTS INCORPORATED BY REFERENCE

None.



                                     PART I


ITEM 1: BUSINESS


OVERVIEW


Lincoln International  Corporation  ("Lincoln" or the "Company"),  is a Kentucky
corporation  that was  incorporated in 1960.  During the reporting  period,  the
Company was engaged in providing  bookkeeping and payroll  services to small and
medium sized businesses primarily in Louisville, Kentucky through its Accounting
USA business  division,  and the rental of commercial office property located in
Louisville,  Kentucky.  Subsequent  to the end of its last fiscal year,  Lincoln
sold its rental  property and  distributed  to its  stockholders  its  operating
company containing its bookkeeping business.


ACCOUNTING USA

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


<PAGE>


REAL ESTATE OPERATIONS

During  recent years the Company has been involved in the business of owning and
leasing  commercial  real  estate.  At one time,  the Company  owned  properties
located at 2200, 2300, and 2211 Greene Way,  Louisville,  Kentucky.  The Company
however has  liquidated  most of its real  estate  portfolio,  holding  only the
property located at 2211 Greene Way, Louisville, KY during the last fiscal year.
This property was sold subsequent to the end of that fiscal year and the Company
is no longer in the commercial real estate business.

DEVELOPMENTS DURING FISCAL 2003

On August 16, 2002, the CEO for Accounting USA, Mr. Brian W. McDonald,  resigned
to  pursue  other  interests.  Approximately  one  month  after  Mr.  McDonald's
departure  one  of  the  Company's  Client  Account  Specialists   resigned  and
concurrently  ten (10)  clients  left with  directions  they were  moving  their
business to a Company  established  by the departing  operations  employee,  Ms.
Suzanne  Luckett.  The Company  filed a lawsuit  against Ms.  Luckett in October
2002, and subsequently on March 7, 2003 filed a Motion to Amend its Complaint to
include  another  former  operations  employee by the name of  Stephanie  Colin.
Following  discovery,  the Company  amended its Complaint  further and the court
approved  bringing  in as  Defendants  Karen  McDonald  and  Brian W.  McDonald.
Discovery  indicated that Karen  McDonald,  Suzanne  Luckett and Stephanie Colin
formed an Indiana corporation by the name of Accounting Advantage,  LLC to which
approximately  $200,000  worth of annualized  revenue from clients of Accounting
USA had been transferred. That lawsuit was settled on October 17, 2003 resulting
in the extension of the Non-Compete Agreement with Mr. McDonald,  foreclosure of
Accounting Advantage from soliciting any current or former clients of Accounting
USA, and Karen and Brian McDonald  returning their 200 shares of common stock of
the Company back to Lincoln to be retired.

On December 15, 2002, the Company  entered into an agreement with Paychex,  Inc.
to sell its  payroll  operation.  Pursuant to that sales  agreement  the Company
received  $45,379  in January  2003 and an  additional  $56,298 in August  2003.
Through  this  process,  the Company has  developed  a new  strategic  marketing
relationship with Paychex,  Inc. Since the completion of the sale, Paychex, Inc.
sales  employees have been actively  referring their clients and sales prospects
to  Accounting  USA and vice versa.  The Company  has also  actively  engaged in
conversation  with various  accounting firms and other  outsourced  suppliers of
administrative services in the Louisville Metro Area to form strategic alliances
and/or joint business ventures.

On January 27, 2003, the Company entered into an agreement with Kenneth Berryman
to serve as President and CEO of the  Company's  Accounting  USA  division.  Mr.
Berryman  has  substantially  reduced  the  Company's  monthly  cash  losses and
repositioned  the Company to facilitate  sales growth.  As of September 1, 2003,
Mr.  Berryman was hired as a full-time  employee of the Company  continuing  his
duties as President and CEO of the Accounting USA division.

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


DEVELOPMENTS FOLLOWING THE CLOSE OF FISCAL 2003

On August 22, 2003, the Company sold its last remaining commercial office rental
property  located in Louisville,  Kentucky for $1,260,000.  At the sale closing,
the Company  paid off its first and second  mortgages  against  the  property of
$485,551  and  $57,599,  respectively.  After  closing  fees,  taxes  and  other
adjustments,  the Company received net proceeds of $637,664. It is expected that
the Company will pay local taxes of approximately  $14,000 related to this sale.
The  Company  is  expected  to utilize a portion  of its  federal  and state net
operating  loss  carryforwards  to offset the federal and state taxes related to
this sale.

In  January  2004,  Lincoln  transferred  all  of  its  assets  relating  to the
Accounting USA business  operations to a  wholly-owned  subsidiary,  AUSA,  Inc.
Lincoln  then  distributed  all  of  its  shares  of  AUSA,  Inc.  stock  to its
shareholders.  AUSA,  Inc. is a private  corporation and is not required to file
reports with the  Securities  and Exchange  Commission  under the Securities and
Exchange Act of 1934.


<PAGE>


EMPLOYEES:

As of July 31, 2003, Lincoln had thirteen (13) employees. Following the spin-off
of the Accounting USA division in January 2004, the Company had no employees.



ITEM 2: PROPERTIES


The  properties  owned or leased by  Lincoln as of July 31,  2003 are  described
below.  These properties  listed above are suitable and adequate for the various
needs they supply.

                  LINCOLN ADMINISTRATIVE AND EXECUTIVE OFFICES


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

Lincoln's  Accounting  USA division  leases  approximately  2,268 square feet of
office  space in an office  building  previously  owned by the  Company  at 2211
Greene  Way,  Louisville,  KY 40220.  This lease was  assumed by AUSA,  Inc.  in
January  2004 upon the  spin-off  of the  Accounting  USA  divisions.  The lease
expires May 31, 2006.

                                RENTAL PROPERTIES

Lincoln  owned  as of July 31,  2003 a  building  located  at 2211  Greene  Way,
Louisville,  KY 40220, which it leases to various tenants for income,  including
its former Accounting USA division.  The building contains  approximately 15,800
sq. feet.  Following the end of the last fiscal year,  Lincoln sold the building
and has no further interest in it.



ITEM 3: LEGAL PROCEEDINGS

None.

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

None.




                                     PART II


ITEM 5: MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

There does not exist at the present time any regular market for any common stock
of Lincoln. Historically the Company has not paid dividends to its stockholders.
Subsequent to the last fiscal year,  Lincoln did distribute to its  shareholders
all of its stock holdings in AUSA,  Inc., a wholly-owned  subsidiary  which held
its Accounting USA operations. The Company has not determined whether it will in
the future  distribute to its shareholders  any or all of its remaining  on-hand
cash.


<PAGE>

<TABLE>
<CAPTION>

ITEM 6: SELECTED FINANCIAL DATA





                                                              Years ending July 31
                                     ______________________________________________________________________
                                                                      2001
                                        2003           2002        (Restated)        2000           1999
                                     __________     __________     __________     __________     __________
<S>                                  <C>            <C>            <C>            <C>            <C>

Revenues                             $  991,902     $1,292,757     $1,137,268     $  692,942     $  190,050


Net income (loss)                      (553,903)      (732,966)      (766,830)      (500,914)     1,474,483

Earnings (loss) per
  common share (1):

  Net income (loss)                     (194.69)       (250.24)       (270.30)       (188.49)        706.92

Cash dividends                                0              0              0              0              0

Total assets                          1,019,989      1,551,137      2,730,518      3,786,349      3,690,394

Long-term obligations                   466,270        528,498        573,320         85,511              0

Gain (loss) on sale of property,
  equipment, and operating
  assets                                 (2,464)             0        296,192        (12,884)     2,359,078

<FN>
(1)   All data adjusted for a 1 for 3 reverse stock split in FY 2003.

</FN>
</TABLE>


ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

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

GOING CONCERN:  The  accompanying  financial  statements have been prepared on a
going  concern  basis,   which   contemplates  the  realization  of  assets  and
satisfaction  of liabilities  in the normal course of business.  As reflected in
the accompanying  financial  statements,  the Company has incurred recurring net
losses and negative cash flows from  operations over the prior three years which
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern.  As more fully  discussed in Note T,  management has developed plans to
address these issues.  The financial  statements do not include any  adjustments
that might result from the Company being unable to continue as a going concern.

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

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


RESULTS OF OPERATIONS


The primary focus of the Company over the last two fiscal years has been to move
the  Accounting  USA division to a break-even  point and to  discontinue  rental
property operations by selling the remaining rental property assets.

STATEMENT OF INCOME

FISCAL YEAR ENDED JULY 31, 2003 COMPARED TO THE YEAR ENDED JULY 31, 2002

Total  revenue  decreased  compared to the previous  year  primarily due to lost
accounts  that were the subject of  litigation.  The Company does not believe it
will be able to retrieve  these  accounts  lost upon the departure of the former
President of the Accounting USA division and former members of his staff.  These
clients  accounted for  approximately  $200,000 in annual  revenue.  The Company
continues to generate new sales, however,  significant sales growth is dependent
upon the  availability of capital,  development of a successful  marketing plan,
and additional strategic alliances.

Total revenue declined $300,855, or 23.3%, to $991,902 for the year. The decline
in revenue was due  substantially  to lost client  revenue in the Accounting USA
division  following  the  departure  of the former  division  President  and the
discontinuance of the payroll and onsite accounting services. The Accounting USA
division added 21 new clients  during the year and  implemented a price increase
in the third fiscal quarter ended April 30, 2003,  partially offsetting the lost
revenue.  Revenue in the Rental Property division declined $23,362, or 12.3%, to
$166,161 for the year.

Gross profits increased  $39,119,  or 11.3%, to $385,237 in FY2003 despite lower
revenue in the Accounting USA division due to aggressive  cost reduction in this
division. Direct operating costs overall declined $339,974, or 35.9% to $606,665
for the year  primarily due to the closing of the payroll and onsite  accounting
operations and to lower  employment costs in the accounting  services  operation


<PAGE>


due to staff  reductions.  Gross  profits in the  Rental  Property  division  of
$90,919 were down $4,512, or 4.7% for the year.

The operating deficit improved $234,217, or 33.1%, to a loss of $473,259 for the
year as a result of lower overhead  costs in the Accounting USA division.  Total
selling,  general and  administrative  costs  decreased  $334,085,  or 31.7%, to
$719,509  for the  year as  payroll  related  expenses  in sales  and  corporate
administration  in the  Accounting  USA  division  were  substantially  reduced.
Depreciation costs were also lower as certain computer equipment with three-year
lives became fully depreciated  during the year. In FY2003, the Company recorded
$138,987 in expense related to the write-off of impaired goodwill under SFAS No.
142,  "Goodwill  and Other  Intangible  Assets,"  which the  Company  adopted in
FY2003.  Excluding this cost, the operating loss improved $373,204, or 52.8%, to
a loss of  $334,272  for the year.  The  operating  loss in the Rental  Property
division  decreased  $15,227,  or 7.7%,  to a loss of  $183,544  in  FY2003  due
primarily to lower amortization and other operating costs.

The net loss decreased  $179,063,  or 24.4%,  to a loss of $553,903 for the year
due the smaller operating loss.  However,  this improvement was partially offset
by the net effect of several  non-operating  gains and losses. Net non-operating
costs increased $55,154,  or 216.4%, to $80,644 in FY2003. The increase in costs
were  primarily  due to higher bad debt expense  related to the write-off of the
Admiralty Boat loan and lower interest income due to a smaller average  invested
funds and lower interest  rates paid on those funds.  Excluding the write-off of
impaired  goodwill,  the net loss  declined  $318,050,  or  43.4%,  to a loss of
$414,916 for the year.

Inflation has not had any material impact during the last 3 years on net revenue
or income from  operations.  Except as described  above,  the Company has had no
material benefit from increases in its prices for services during the last three
years.

LIQUIDITY AND CAPITAL RESOURCES

Cash  decreased  $305,051,  or 93.3%,  to  $21,944 in FY2003  due  primarily  to
operating losses. New investment in property and equipment and the net effect of
financing  activities  contributed  to reducing  cash a total of $24,615 for the
year.  The Company's  primary  source of liquidity and capital has been its cash
reserves  and equity in its real  estate  holdings.  In June 2003,  the  Company
established  a bank line of credit in the  amount of  $100,000  secured  by real
estate assets to provide funds for operations.  As of July 31, 2003, $47,500 was
outstanding  under the line of credit.  In February 2003, the Company  engaged a
real estate agent to sell its last  remaining  real estate  property in order to
reduce debt and enhance  liquidity.  The sale of the real  estate  property  was
completed on August 22, 2003  resulting in the repayment of $543,157 in mortgage
debt and receipt of $637,664 in net cash at settlement.  With the disposition in
January  2004 of its  Accounting  USA  operations,  the  Company has no material
ongoing capital or liquidity commitments.

ACQUISITION OR DISPOSITION OF ASSETS

On August 8, 2003 the  Company  sold the  remaining  "bass  boats" it had helped
finance  the  manufacturing  of,  to Nu  Legend  Boats at 108  Marshall  Street,
Stanton, KY. The boats were sold "as-is" with no recourse to the Company as well
as an indemnification by the purchaser with regard to any and all claims arising
including  manufacturing  defects. The Company will have to write-off $48,700 of
the original  $90,500  purchase  price for these boats.  The original  borrower,
Admiralty Boats,  filed bankruptcy  within a year of the financing and the claim
has been filed  although it has been  indicated  that there will be no assets to
satisfy  claims.  The Company is  attempting  to liquidate the boats and has had
them with a reputable dealer in Corbin, KY, with two boats in Florida and one in
California.  The entire boat industry had become  "extremely  soft",  and it had
become  difficult  to sell a  discontinued  line of boat with no  manufacturer's
warranty in place. Over time the boats had been sitting, and there had been some
additional  deterioration as well as additional costs and that the boats did not
have trailers or motors and had to be sold as part of a package. The Company had
sold one boat  approximately a year and a half to two years ago at an auction at
Nashville,  KY and received only $1,000 for that boat so it was determined  that
to salvage the boat at this point in time rather  than invest  future  funds was
not only appropriate but recommended.

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


<PAGE>


After closing fees and other  adjustments,  the Company recorded $637,664 in net
cash.  It is  expected  that the Company  will pay local taxes of  approximately
$14,000 related to this sale.

LITIGATION

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

YEAR ENDED JULY 31, 2002 COMPARED TO THE YEAR ENDED JULY 31, 2001

Accounting  service fee revenue  increased by 34.9% during the last fiscal year,
based  upon  accounting   service  fee  revenues  of  $827,227  and  $1,115,838,
respectively, for fiscal years July 31, 2001 and 2002. The company increased its
service fee rate on new accounts sold during the last quarter of the fiscal year
ended July 31, 2001.  The company  increased its billing  rate,  on average,  by
another 5% during the  fiscal  year July 31,  2002.  This rate  increase  is not
expected to impact the Company's growth rate.

The  company's  two  most  significant  cost  of  sales  areas,  the  accounting
department and the payroll department,  both reflected a significant  percentage
decrease relative to their relationship to accounting  service fee revenue.  The
accounting  department  cost did increase  from  $560,745 for the fiscal  period
ended July 31, 2001 to $580,394 for the fiscal  period ended July 31, 2002,  but
as a percentage  of service  revenue the  accounting  department  cost fell from
67.8% of sales to 52.0% of sales. Consistent with the accounting department, the
payroll  department  cost did increase from $167,143 for the fiscal period ended
July 31, 2001 to $207,962 for the fiscal  period  ended July 31, 2002,  but as a
percentage  of service  revenue the payroll  department  cost fell from 20.2% of
sales to 18.6% of  sales.  Increased  efficiencies  in  processing  methods  and
improved management techniques were important reasons for this improvement.  The
company concluded that even though the payroll department  demonstrated a marked
improvement in its cost  relationship  to revenues,  this  department was closed
during  fiscal year July 31,  2002.  The payroll  service  bureau  services  was
performed  by a strategic  payroll  partner of the Company at a cost at or below
the prior internal cost to the Company.

Sales and marketing cost decreased from $248,480 in fiscal year July 31, 2001 to
$156,057  in fiscal  year July 31,  2002,  or a $92,423  increase.  The  company
determined the advertising  programs were largely ineffective in the fiscal year
July 31, 2001 and therefore were not continued in fiscal year July 31, 2002. The
company also reduced the average size of its sales force during the last quarter
of fiscal  year July 31, 2001 in order to focus its  energies on  referral-based
sales  channels,  which  require  less  overall  coverage  than  direct  selling
programs.

Depreciation  expense  increased  from  $110,751 in fiscal year July 31, 2001 to
$132,726  in fiscal year July 31,  2002.  The  current  fiscal year  increase in
depreciable assets of approximately  $16,382 along with a full year depreciation
expense for assets acquired during fiscal year July 31, 2001 contributed to this
19.8% increase.

Other  notable  operating  cost  increases  include  delivery  cost, or the fees
associated  with the  delivery of the  Company's  accounting  processing  to the
clients. This fee increased by $14,856 from July 31, 2001 to July 31, 2002. This
fiscal year July 31, 2002 delivery cost  represented  5.7% of sales for the same
period ended compared to 5.9% for the fiscal year July 31, 2001.

General and administrative  cost decreased from $331,588 in fiscal year July 31,
2001 to $292,151 during fiscal year July 31, 2002, or a 11.9% decrease.

The  financial  statements  for the years ended July 31, 2002 and 2001 have been
restated to reclassify the valuation adjustment in the investment in Winebrenner
Capital  Partners,   LLC  initially  recorded  in  2001.  As  a  result  of  the
restatement,  other comprehensive loss decreased $250,000 and net loss increased
$250,000  in the year  ended  July  31,  2001 and the  accumulated  deficit  has
increased by $250,000 in fiscal year 2002 and 2001.


<PAGE>


BALANCE SHEET

The  Company's  accounts   receivable   decreased  by  43.0%,  based  upon  open
receivables at July 31, 2001 of $87,164  compared to open receivables of $49,664
at July 31, 2002. Given the 34.9% increase in sales, the Company did a solid job
of collecting accounts during the current fiscal period.

Net  depreciable  assets  actually  declined  during the current  fiscal year as
depreciation  expense of  $132,726  exceeded  the  capital  asset  additions  of
$16,382.  The company expects to continue this trend during fiscal year July 31,
2003,  since the vast  majority of  technology  assets  including  hardware  and
software have already been acquired and placed in service.

The Company  capitalized an intangible  asset referred to as Capitalized  Client
Listing during fiscal year July 31, 2001  associated  with the  acquisition of a
bookkeeping service. This intangible asset had an original basis of $123,000 and
was amortized during fiscal years July 31, 2001 and 2002 producing  amortization
expense totaling $17,109 and $22,905, respectively.

ACQUISITION OR DISPOSITION OF ASSETS

During the fiscal year ended July 31, 2003 no  material  assets of Lincoln  were
disposed  of. On August  22,  2003,  subsequent  to the end of the  fiscal  year
covered by this  report,  the  property  located at 2211 Greene Way was sold for
$1,260,000.   Subsequently,   in  January  2004,  Lincoln   distributed  to  its
stockholders the stock of AUSA, Inc., its wholly-owned subsidiary containing its
bookkeeping and payroll services business.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31,  2002,  the  Company  had  $327,000  in cash and debt of $486,000
against the 2211 Greene Way property. Based upon the estimated value of the 2211
Greene  Way  property,   the  Company   therefore   had  available   capital  of
approximately  $1,000,000 that could be used to inject as needed into Accounting
USA, Inc. The Company is currently  assessing the future of Accounting USA, Inc.
and deliberating a further infusion of capital under different management.

LITIGATION

On March 23, 1999,  two minority  shareholders,  Merle Brewer and 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 as a Plaintiff for Sarah Forree. On February 18, 2000 the company
filed an Amended Motion to Dismiss.  Defendants have also raised in their Motion
to Amend the Complaint the allegation  that notice of dissenter's  rights should
have been  provided in the reverse  split that  concluded  on April 5, 1998.  On
December  20,  2000  the  Court  entered  an  Order  Dismissing  Count  X of the
Plaintiffs  Amended  Complaint  for  failure to state a claim upon which  relief
could be granted  pursuant to Fed. R. Civ. P.  12(bX6) and denied the  company's
Motion with  respect to  dismissing  the  remainder  of the  Plaintiffs  Amended
Complaint. The Court's dismissal of Count X of the Complaint in effect validated
the reverse split of the company completed on April 5, 1998.

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


<PAGE>


concurrent with the work done up to and including the settlement agreement.  The
Settlement  Agreement  was  approved by the Court,  all terms of the  Settlement
Agreement have been complied with,  resulting in a total of six (6) shareholders
buying six (6) shares of Lincoln  stock.  On July 22, 2002 the Court entered its
Order dismissing the action with prejudice.



ITEM 8: CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


LINCOLN INTERNATIONAL CORPORATION

Table of Contents

July 31, 2003, 2002 and 2001





Independent Auditor's Report..................................................1

Financial Statements

   Balance Sheets.............................................................2

   Statements of Operations...................................................3

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

   Statements of Cash Flows...................................................5

   Notes to Financial Statements..............................................7


<PAGE>


INDEPENDENT AUDITOR'S REPORT


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

We have audited the accompanying balance sheet of Lincoln International
Corporation as of July 31, 2003, and the related statements of operations,
changes in stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Lincoln International Corporation for the
years ended July 31, 2002 and 2001 were audited by other auditors whose report
dated October 25, 2002, included an explanatory paragraph that described the
Company's ability to continue as a going concern discussed in Note T to the
financial statements. As discussed in Note B, the Company has restated its July
31, 2002 and 2001 financial statements during the current year to reclassify the
valuation adjustment in the investment in Winebrenner Capital Partners, LLC
recorded in 2001 from other comprehensive income to the statement of operations,
in conformity with accounting principles generally accepted in the United States
of America. The other auditors reported on the July 31, 2002 and 2001 financial
statements before the restatement.

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

In our opinion, the July 31, 2003 financial statements referred to above present
fairly, in all material respects, the financial position of Lincoln
International Corporation as of July 31, 2003, and the results of its operations
and its cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

We also audited the adjustments described in Note B that were applied to restate
the July 31, 2002 and 2001 financial statements. In our opinion, the adjustments
are appropriate and have been properly applied.

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




Louisville, Kentucky
January 31, 2004


<PAGE>

<TABLE>
<CAPTION>



                                  LINCOLN INTERNATIONAL CORPORATION
                                           BALANCE SHEETS
                                       July 31, 2003 and 2002



                                             A S S E T S
                                                                                         (Restated)
                                                                            2003                2002
<S>                                                                <C>                 <C>

Current assets:
    Cash and cash equivalents                                      $        21,944     $      326,995
    Accounts receivable, net of allowance for
        doubtful accounts of $2,418 ($7,000 in 2002)                        10,950             49,664
    Note receivable, net of allowance for
        doubtful amounts of $72,062 ($35,100 in 2002)                        8,000             48,462
    Other receivable                                                        56,298            -
    Prepaid expenses and other current assets                                7,476             10,598
        Total current assets                                               104,668            435,719

Property and equipment, net                                                 88,838            151,677

Assets held for sale                                                       814,454            824,754

Marketable securities                                                       12,029            -

Goodwill, net                                                              -                  138,987

        Total assets                                               $     1,019,989     $    1,551,137

                                        L I A B I L I T I E S

Current liabilities:
    Accounts payable                                               $        47,977     $       63,452
    Accrued expenses                                                        84,810             43,810
    Obligation under capital lease                                           4,461              4,235
    Line of credit                                                          47,500            -
    Note payable                                                            52,819            -
    Current maturities of debt obligations                                  11,702             41,072
        Total current liabilities                                          249,269            152,569

Noncurrent liabilities:
    Long-term obligations, less current maturities                         463,394            521,161
    Obligation under capital lease                                           2,876              7,337
        Total noncurrent liabilities                                       466,270            528,498

        Total liabilities                                                  715,539            681,067


                                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, 1,000,000 shares authorized,
        2,775 issued and outstanding (2,931 in 2002)                     1,977,798          1,994,718
    Accumulated deficit                                                 (1,678,551)        (1,124,648)
    Accumulated other comprehensive income                                   5,203            -
        Total stockholders' equity                                         304,450            870,070

        Total liabilities and stockholders' equity                 $     1,019,989     $    1,551,137

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

</TABLE>


                                                  2

<PAGE>

<TABLE>
<CAPTION>

                                           LINCOLN INTERNATIONAL CORPORATION
                                               STATEMENTS OF OPERATIONS
                                       Years ended July 31, 2003, 2002, and 2001


                                                                                                            (Restated)
                                                                           2003               2002               2001
<S>                                                                <C>                <C>                <C>

Revenues                                                           $       991,902    $     1,292,757    $    1,137,268
Cost and expenses:
     Cost of Revenues                                                      606,665            946,639           950,526
     Selling, general and administrative expenses                          719,509          1,053,594         1,165,192
     Impairment of goodwill                                                138,987            -                 -
                                                                         1,465,161          2,000,233         2,115,718

Loss from operations                                                      (473,259)          (707,476)         (978,450)

Other income (expense):

     Loss on investment                                                    -                  -                (250,000)
     Gain (loss) on sale of property and equipment                          (2,464)           -                 296,192
     Loss on uncollectible note receivable                                 (36,962)           -                 (35,100)
     Interest expense, net                                                 (48,045)           (25,490)          (35,551)
     Legal fees                                                            -                  -                 (74,500)
     Other income                                                            6,827            -                 -

           Total other (expense) income                                    (80,644)           (25,490)          (98,959)

           Loss before income taxes                                       (553,903)          (732,966)       (1,077,409)

Benefit from income taxes                                                  -                  -                (310,579)

           Net loss                                                $      (553,903)   $      (732,966)   $     (766,830)

           Net loss per common share (basic and diluted)           $       (194.69)   $       (250.24)   $      (270.30)

           Shares used in computing loss per common share                    2,845              2,929             2,837

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                                         LINCOLN INTERNATIONAL CORPORATION
                                   STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                     Years ended July 31, 2003, 2002, and 2001


                                                                                        Accumulated
                                                                         Retained          Other           Total
                                             Common                      Earnings       Comprehensive   Stockholders'
                                            Shares      Common Stock    (Deficit)       Income (Loss)     Equity
<S>                                         <C>       <C>              <C>             <C>              <C>

Balance at August 1, 2000                   2,657     $    1,879,898   $    375,148    $     -          $ 2,255,046

Issuance of common stock in connection
    with purchase of business at $420         267            112,000         -               -              112,000

Issuance of common stock as part of
    executive compensation at $420              5              2,100         -               -                2,100

Net loss                                     -               -             (766,830)         -             (766,830)

Balance at July 31, 2001 (Restated)         2,929          1,993,998       (391,682)         -            1,602,316

Issuance of common stock to
    fractional shareholders at $360             2                720         -               -                  720

Net loss                                     -               -             (732,966)         -             (732,966)

Balance at July 31, 2002 (Restated)         2,931          1,994,718     (1,124,648)         -              870,070

Comprehensive loss

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

    Change in value of available for sale
      security                               -               -               -                 5,203          5,203

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

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

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

Fractional shares redeemed by the Company
    in conjunction with the Reverse Stock Spl(157)           (17,040)        -               -              (17,040)

Balance at July 31, 2003                    2,775     $    1,977,798   $ (1,678,551)   $       5,203    $   304,450

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                   LINCOLN INTERNATIONAL CORPORATION
                                        STATEMENTS OF CASH FLOWS
                               Years ended July 31, 2003, 2002, and 2001


                                                                                               (Restated)
                                                                2003              2002            2001
<S>                                                       <C>               <C>             <C>

Cash flows from operating activities:
    Net loss                                              $     (553,903)   $   (732,966)   $   (766,830)
    Adjustments to reconcile net loss to net cash
       used in operating activities:
          Depreciation                                            90,818         157,393         163,593
          Amortization                                           -                39,704          39,109
          Impairment of goodwill                                 138,987          -               -
          Provision for doubtful accounts                         32,380          19,601          35,500
          Stock issued for compensation                          -                -                2,100
          Loss (gain) on sale of property and equipment            2,464          -             (296,192)
          Loss on investment                                     -                -              250,000
          Marketable securities                                   (6,827)         -               -
          Deferred income taxes                                  -                -             (329,011)
          Changes in operating assets and liabilities:
             Accounts receivables                                 43,296          26,898         (70,166)
             Other current assets                                (53,176)         10,828          29,871
             Accounts payable                                    (15,475)        (90,140)         75,000
             Accrued expenses                                     41,000          (7,062)          2,878
             Income taxes payable                                -               (18,433)         18,433

          Net cash used in operating activities                 (280,436)       (594,177)       (845,715)

Cash flows from investing activities:
    Proceeds from sale of property and equipment                 -                -            2,204,549
    Purchase of property and equipment                           (20,142)        (16,382)        (93,166)
    Purchase of Vena Marks & Associates, LLC                     -                -             (110,800)
    Purchase of Investment in Winebrenner Capital Partners, LLC  -                -             (250,000)
    Decrease/(increase) in note receivable                         3,500           4,285         (14,724)

          Net cash (used in) provided by investing activities    (16,642)        (12,097)      1,735,859

Cash flows from financing activities:
    Proceeds from issuance of common stock                           240             720          -
    Common stock repurchase                                      (17,160)         -               -
    Net proceeds on line of credit                                47,500          -              500,000
    Proceeds from note payable                                    52,819          -               -
    Proceeds from long-term borrowings                           -                -               33,491
    Principal payments on long-term debt                         (87,137)        (38,924)       (532,761)
    Principal payments on capital lease obligations               (4,235)         (3,424)         (2,779)

          Net cash used in financing activities                   (7,973)        (41,628)         (2,049)

          Net (decrease) increase in cash and cash equivalents  (305,051)       (647,902)        888,095

          Cash and cash equivalents at beginning of year         326,995         974,897          86,802

          Cash and cash equivalents at end of year        $       21,944    $    326,995    $    974,897

Supplemental disclosures of cash flow information:
    Cash paid during the year for interest                $       49,928    $     53,460    $     87,360

</TABLE>

Continued


<PAGE>

<TABLE>
<CAPTION>



                                   LINCOLN INTERNATIONAL CORPORATION
                                  STATEMENTS OF CASH FLOWS--CONTINUED
                               Years ended July 31, 2003, 2002, and 2001

                                                                                             (Restated)
                                                          2003              2002            2001
<S>                                                        <C>              <C>              <C>

    Acquisition of Vena Marks & Associates, LLC
       Assets acquired:
          Property and equipment                           $     -          $     -          $     5,000
          Goodwill                                               -                -              133,800
                                                           $     -          $     -          $   138,800

       Payment for assets acquired:
          Cash paid at closing                             $     -          $     -          $   110,800
          Stock issued                                           -                -               28,000
                                                           $     -          $     -          $   138,800

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

       Payment for assets acquired:
          Stock issued                                     $     -          $     -          $    84,000

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

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

</TABLE>


<PAGE>



LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

July 31, 2003, 2002 and 2001


NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. As reflected in the accompanying
financial statements, the Company has incurred recurring net losses and negative
cash flows from operations over the prior three years which raises substantial
doubt about the Company's ability to continue as a going concern. As more fully
discussed in Note T, management has developed plans to address these issues. The
financial statements do not include any adjustments that might result from the
Company being unable to continue as a going concern.

NATURE OF BUSINESS: The Company operates two business segments: the Rental
Property division and the Accounting USA division.

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

The Accounting USA division provides bookkeeping services to small and mid-sized
businesses and organizations primarily in the Louisville, Kentucky metropolitan
area. The Company formed Accounting USA, Inc. on October 1, 1999, and received
75% of the outstanding shares of common stock in conjunction with a merger with
Accounting USA's predecessor, Accounting Outsourced Solutions, LLC. On December
1, 2000, Accounting USA, Inc. merged into the Company and continued operations
as an unincorporated division. In exchange for the minority interest, the
Company issued 600 shares of the Company's common stock.

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

REVENUE RECOGNITION: Revenue from services is recognized as the services are
rendered, which is generally monthly at fixed rates.

FAIR VALUE OF FINANCIAL INSTRUMENTS: Cash, accounts receivable, accounts payable
and accrued expenses are reflected in the financial statements at their carrying
amount, which approximates fair value because of the short-term maturity of
those instruments. The carrying amount of debt obligations at July 31, 2003
approximates fair value because borrowings have rates that reflect currently
available terms and conditions for similar debt.

Continued


<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2003, 2002 and 2001


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

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

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 had no uninsured cash at July 31, 2003.

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

Based on management's evaluation of uncollectible accounts receivable at the end
of each year, bad debts are provided for on the allowance method. The allowance
for doubtful accounts as of July 31, 2003 and 2002 was approximately $2,400 and
$7,000, respectively.

MARKETABLE SECURITIES: Marketable securities have been classified as available
for sale and are stated at fair value based on quoted market values. The
marketable securities consisted of common stocks with a cost of $6,827 and a
market value of $12,029 at July 31, 2003. Unrealized gains or losses are
included as a component of stockholders equity until realized.

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

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

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

ADVERTISING: The Company expenses advertising costs when incurred, except
marketing brochures, which are capitalized and amortized over the expected
benefits period. The net book value of these brochures was $-0-as of July 31,
2003 and 2002. Advertising expense was $644, $10,823 and $74,761 for the years
ended July 31, 2003, 2002 and 2001, respectively.

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

Prior to August 1, 2002, goodwill was amortized on a straight-line basis over
five years. At July 31, 2002, goodwill, net of accumulated amortization of
$78,813, was $138,987. Beginning August 1, 2002, goodwill is no longer
amortized, but is evaluated at least annually for impairment, and more
frequently under certain conditions. The effects of adopting new accounting
standards are discussed in Note G.


Continued


<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2003, 2002 and 2001


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

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

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

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

RECLASSIFICATIONS: Certain reclassifications have been made to the prior years'
financial statements to conform to the 2003 classification, none of which had an
effect on previously reported net income.


NOTE B--RESTATEMENT

The financial statements for the years ended July 31, 2002 and 2001 have been
restated to reclassify the valuation adjustment in the investment in Winebrenner
Capital Partners, LLC initially recorded in 2001. As a result of the
restatement, other comprehensive loss decreased $250,000 and net loss increased
$250,000. See Note P for further discussion.


NOTE C--NOTE RECEIVABLE

During the year ended July 31, 2000, the Company entered into a Master Loan
Agreement with a manufacturer and seller of pleasure boats to help finance the
manufacturing of boats. The Master Loan Agreement had an initial term of one
year, renewable at that time by the Company. The agreement was for a maximum of
$100,000 to be drawn in a series of minimum advances of $15,000. Each note was
secured by the boats constructed with the funds disbursed by the Company. The
Company disbursed 90% of required funds to construct specific boats. At the time
of the sale of the boats, payments totaling 100% of the manufacturing costs were
due. The Company had the option to charge interest equal to 10% per annum on the
notes if they were not repaid 120 days from the date funds were disbursed.


Continued


<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2003, 2002 and 2001


NOTE C--NOTE RECEIVABLE--CONTINUED

As of July 31, 2001, the Company had disbursed a total of $90,500 under the
Master Loan Agreement. The loan went into default during the year ended July 31,
2002 and management provided reserves against the loan based upon the expected
liquidation value of the collateral. For the year ended July 31, 2003, the
Company recorded an additional expense of approximately $37,000 in order to
recognize the liquidation value of the collateral. The collateral was sold in
August 2003 for $8,000.

The note receivable balance consists of the following:

                                                       2003           2002
                                                    -----------    -----------

     Company funds disbursed                          $ 90,500       $ 90,500
     Interest thereon                                   23,362         23,362
     Repayments                                        (33,800)       (30,300)
                                                    -----------    -----------
          Subtotal                                      80,062         83,562
     Less allowance for uncollectible amounts           72,062         35,100
                                                    -----------    -----------
          Note receivable, net                         $ 8,000       $ 48,462
                                                    ===========    ===========


NOTE D--OTHER RECEIVABLE

Other receivable consists of the following:
                                                       2003           2002
                                                    -----------    -----------

     Payroll transaction receivable                   $ 56,298        -


On December 5, 2002, the Company entered into a Purchase and Sale Agreement for
the sale of a client list for certain customers that the Company had been
performing payroll services. The Company received proceeds of $101,677 for this
transaction, which resulted in a net profit of $5,148 after related expenses.
This amount has been recognized in Cost of Revenues. As of the date of this
transaction, the Company no longer performs payroll services. See Note S for
subsequent activity related to the payroll transaction receivable.


NOTE E--PREPAID EXPENSES

Prepaid expenses consist of the following:
                                                       2003           2002
                                                    -----------    ------------

     Prepaid maintenance, support and training         $ 4,453         $ 3,738
     Prepaid rent                                        1,781           -
     Prepaid insurance                                     349           2,568
     Prepaid leasing commissions                        -                3,348
     Refundable deposits                                   578             478
     Other                                                 315             466
                                                    -----------    ------------
          Total                                         $7,476         $10,598
                                                    ===========    ============


Continued


<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2003, 2002 and 2001


NOTE F--PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                                           2003          2002
                                                        ----------    ----------

     Leasehold improvements                               $24,272       $ 4,631
    Office and computer equipment                         467,839       472,107
                                                        ----------    ----------
                                                          492,111       476,738
     Less accumulated depreciation and amortization       411,910       336,054
                                                        ----------    ----------
                                                           80,201       140,684
     Equipment held under capital lease,
          net of accumulated amortization                   8,637        10,993
                                                        ----------    ----------
     Net property and equipment
                                                          $88,838      $151,677
                                                        ==========    ==========

Depreciation expense for the years ended July 31, 2003, 2002 and 2001 was
$90,818, $157,393 and $163,593, respectively.


NOTE G--GOODWILL

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

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

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


Continued


<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2003, 2002 and 2001


NOTE G--GOODWILL--CONTINUED

If the Company had accounted for its goodwill under SFAS No. 142 for all periods
presented, the Company's net loss and loss per share would have been as follows:

                                    2003            2002            2001
                                  -----------   --------------   -------------

Net loss, as reported             $ (553,903)      $ (732,966)      $(766,830)
Add back: goodwill amortization      -                 39,704          39,109
                                  -----------   --------------   -------------
Adjusted net loss                 $ (553,903)      $ (693,262)      $(727,721)
                                  -----------   ==============   =============

Basic loss per share:
   Net loss, as reported           $ (194.69)       $ (250.24)      $ (270.30)
   Goodwill amortization              -                 13.56           13.79
                                  -----------   --------------   -------------
   Adjusted net loss               $ (194.69)       $ (236.68)      $ (256.51)
                                  ===========   ==============   =============


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

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

The Company has a short-term note payable of $52,819 as of July 31, 2003 with a
commercial bank that re-financed an existing term note with the same bank. The
note was opened on June 12, 2003 and was due December 12, 2003. The note carries
variable interest at the Prime Rate plus two (effective rate of 6% at July 31,
2003. The note is payable monthly and is secured by all assets of the Company.

The total outstanding balance under the line of credit was paid in full on
August 22, 2003 and the line of credit was closed. The short-term note payable
was paid in full on November 21, 2003. See further discussion in Note S.

Long-term debt consists of the following:

<TABLE>
<CAPTION>

                                                                                   2003              2002
                                                                              ---------------    --------------
<S>                                                                              <C>                  <C>

Term  note  payable,  interest  at 8.75%,  monthly  payments  of  $3,105,
including principal and interest, due October 2004.                              $   -                $ 76,317

Term note payable, interest at 8.73%, monthly payments of $4,451, including
principal and interest, collateralized by a first mortgage on the real property
of the Company and assignment of leases and rents, due February 2006,
with a final balloon payment of $443,769                                             475,096           485,916
                                                                              ---------------    --------------
                                                                                     475,096           562,233
     Less current maturities                                                          11,702            41,072
                                                                              ---------------    --------------
     Total                                                                         $ 463,394         $ 521,161
                                                                              ===============    ==============

</TABLE>


Continued


<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2003, 2002 and 2001


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

As of July 31, 2003, the annual principal maturities required on the term note
payable are as follows:

Year ending July 31
          2004                                                         $ 11,702
          2005                                                           12,898
          2006                                                          450,496
                                                                      ----------
          Total                                                       $ 475,096
                                                                      ==========

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


NOTE I--CAPITAL LEASES

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

                                               2003             2002
                                            ------------    --------------

Office and computer equipment                  $ 18,845          $ 18,845
Less accumulated amortization                    10,208             7,852
                                            ------------    --------------
          Total                                $  8,637          $ 10,993
                                            ============    ==============


Amortization expense is included as a component of depreciation expense included
in selling, general and administrative expenses.

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, 2003:

Year ending July 31
        2004                                             $     5,142
        2005                                                   3,000
                                                         -----------
Total minimum lease payments                                   8,142
Less: amount representing interest                               805
                                                         -----------

Present value of net minimum lease payments                    7,337
Less: current obligation                                       4,461
                                                         -----------
Capital lease obligation long-term                       $     2,876
                                                         ===========


Continued


<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2003, 2002 and 2001


NOTE J--ACCRUED EXPENSES

Accrued expenses consist of the following:
                                             2003              2002
                                          -------------    --------------

     Accrued payroll and payroll taxes        $ 13,262          $ 26,249
     Accrued property taxes                      6,175             5,593
     Accrued professional fees                  49,902             3,218
     Accrued contractor fees                    12,600            -
     Other                                       2,871             8,750
                                          -------------    --------------
          Total                               $ 84,810          $ 43,810
                                          =============    ==============


NOTE K--INCOME TAXES

<TABLE>
<CAPTION>


The components of the income tax benefit are as follows:
                                                                 2003              2002              2001
                                                              ------------    ---------------    --------------
<S>                                                           <C>               <C>                  <C>

     Federal income taxes                                     $ -               $  -                 $ 278,623
     State and local income taxes                               -                                       81,165
                                                                                   -
     Deferred taxes                                             -                                     (329,012)
                                                                                   -
     Tax benefit of net operating loss carryforward             -                                     (341,355)
                                                                                   -
                                                              ------------    ---------------    --------------
                                                                -
                                                                                   -
          Total                                               $ -               $  -                 $(310,579)
                                                              ============    ===============    ==============

</TABLE>


At July 31, 2003, the Company had approximately $1.7 million of federal net
operating loss carryforwards available to offset future federal taxable income.
Such carryforwards reflect income tax losses incurred which will expire in the
year 2006 through 2028.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts for income tax purposes. Management has concluded that
it is more likely than not that the Company's deferred tax assets will not be
realized. Accordingly, a valuation allowance has been established to offset the
net deferred tax assets. Significant components of the Company's net deferred
tax assets as of July 31, 2003 are as follows:

                                                          2003           2002
                                                      ------------   -----------
Deferred tax assets:
    Net operating loss carryforwards                    $ 648,741     $ 575,490
     Loss on investment                                    95,000       110,340
     Goodwill                                              60,172
                                                                      -
    Other                                                  29,102        18,583
                                                      ------------   -----------
                                                          833,015       704,413
Valuation allowance                                      (625,114)     (458,769)
Deferred tax liability - excess tax depreciation         (207,901)     (245,644)
                                                      ------------   -----------
Net deferred tax asset (liability)                      $  -          $  -
                                                      ============   ===========

Continued


<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2003, 2002 and 2001


NOTE K--INCOME TAXES--CONTINUED

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

<TABLE>
<CAPTION>


                                                                 2003              2002              2001
                                                             -------------    ---------------    --------------
<S>                                                            <C>                 <C>               <C>

     Federal tax at the statutory rate                         $ (188,327)         $(239,581)        $(281,319)
     State and local income taxes, net of federal tax
      benefit                                                        -                 -               (35,411)
     Nondeductible expenses                                         2,469              4,270             4,265
     Change in valuation allowance                                166,345            436,139            22,630
     Effect of graduated tax rates                                 19,513           (200,828)          (20,744)
                                                             -------------    ---------------    --------------

      Provision for (benefit from) income taxes              $      -           $  -                 $(310,579)
                                                             =============    ===============    ==============

</TABLE>


NOTE L--LEASE COMMITMENTS

The Company has entered into several operating lease agreements, primarily for
office space and office equipment. Total rental expense amounted to $56,760,
$60,403 and $28,572 in 2003, 2002 and 2001, respectively. Future minimum rentals
at July 31, 2003 are as follows:

          Year ending July 31
                    2004                                  $ 44,562
                    2005                                    42,773
                    2006                                    30,075
                                                         ----------
                    Total                                $ 117,410
                                                         ==========


NOTE M--LEASE OF PROPERTY AND EQUIPMENT

The Company is the lessor of commercial rental office buildings under operating
leases. These assets are currently recorded on the balance sheet as assets held
for sale. The following is a summary of the Company's investment in property and
equipment under operating leases as of July 31:

                                             2003              2002
                                          -----------      -------------

     Land                                    $88,916           $ 88,916
     Buildings and improvements              801,051            801,051
                                          -----------      -------------
                                             889,967            889,967
     Less accumulated depreciation            75,513             65,213
                                          -----------      -------------
          Total                             $814,454           $824,754
                                          ===========      =============

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.

Continued


<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2003, 2002 and 2001


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

The minimum future rentals to be received on the leases at July 31, 2003 are as
follows:

     Year ending July 31
           2004                                               $ 185,739
           2005                                                 185,739
           2006                                                  93,659
           2007                                                  22,104
           2008                                                  22,104
           Thereafter                                             5,526
                                                              ----------

           Total                                              $ 514,871
                                                              ==========

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

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


NOTE N--PROFIT SHARING PLAN

The Company adopted a profit sharing plan in March 2000. The plan covers all
employees meeting the minimum eligibility requirements. Contributions to the
plan are at the discretion of the Board of Directors. No contributions were made
by the Company during the years ended July 31, 2003, 2002 and 2001. The plan had
a zero balance as of July 31, 2003 and 2002.


NOTE O--REVERSE STOCK SPLIT

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

The following is a summary of the completed transaction:

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

           8,792       2,930.67      (156.33)        0.67          2,775


Continued


<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2003, 2002 and 2001


NOTE P--RELATED PARTY TRANSACTIONS

On October 2000, the Company sold one of its commercial office rental properties
to Winebrenner Capital Partners, LLC. As part of the consideration for the
transaction, the Company received $250,000 of stock in Winebrenner Capital
Partners, LLC, which was being offered under an intrastate offering at $5 per
share. The 50,000 shares received represented 1% of the limited liability
company. In addition to the 50,000 shares received, the Company received a
warrant to purchase an additional 50,000 shares over a 10 year period at $5 per
share. This investment was determined to be other than temporarily impaired and
has been written off in the fiscal year ended July 31, 2001.


NOTE Q--SEGMENT INFORMATION

The Company has two reportable segments: the Rental Property division (rental)
and the Accounting USA division (bookkeeping). These segments are strategic
business units managed separately as each business requires different technology
and marketing strategies.

The accounting policies of the segments are the same as those described in the
summary of significant accounting
policies.  (See Note A)

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

<TABLE>
<CAPTION>


                                                                        2003
                                                    Rental          Bookkeeping          Total
<S>                                                <C>               <C>               <C>

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

                                                                        2002
                                                      Rental        Bookkeeping           Total

           Revenues from external customers        $189,519        $1,103,238        $1,292,757
           Inter-segment revenue                          -            12,600            12,600
           Interest income                           22,994             4,966            27,960
           Interest expense                          43,491             9,959            53,450
           Depreciation and amortization             41,466           155,631           197,097
           Segment assets                         1,398,246           291,691         1,689,937
           Expenditures for segment assets                -            16,382            16,382

</TABLE>


Continued


<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2003, 2002 and 2001


NOTE Q--SEGMENT INFORMATION--CONTINUED

<TABLE>
<CAPTION>


                                                                     2001
                                                  Rental        Bookkeeping           Total
<S>                                                <C>               <C>             <C>

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

</TABLE>



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

<TABLE>
<CAPTION>


                                                            2003                 2002
                                                        --------------     -----------------
<S>                                                        <C>                  <C>

Revenues
Total revenue from reportable segments                     $1,009,670           $ 1,305,357
Elimination of Inter-segment revenues                         (17,768)              (12,600)
                                                        --------------     -----------------
            Total revenues                                   $991,902           $ 1,292,757
                                                        ==============     =================

Costs and Expenses
Total costs and expenses from reportable segments          $1,482,929           $ 2,012,833
Elimination of Inter-segment costs and expenses               (17,768)              (12,600)
                                                        --------------     -----------------
     Total costs and expenses                              $1,465,161           $ 2,000,233
                                                        ==============     =================

Profit or Loss
Total operating loss for reportable segments                 (473,259)           $ (707,476)
Interest income                                                 2,826                27,960
Non-operating expense                                         (32,599)                    -
Interest expense                                              (50,871)              (53,450)
                                                        --------------     -----------------
     Loss before income taxes                                (553,903)           $ (732,966)
                                                        ==============     =================

Assets
Total assets for reportable segments                       $1,166,899           $ 1,689,937
Elimination of Inter-segment receivables                     (146,910)             (138,800)
                                                        --------------     -----------------
     Total assets                                          $1,019,989           $ 1,551,137
                                                        ==============     =================

</TABLE>


Continued


<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2003, 2002 and 2001


NOTE R--QUARTERLY INFORMATION (UNAUDITED)

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

<TABLE>
<CAPTION>



                   --------------------------------------------------------------------------------------------------------
                       2003                                                2002
                   --------------------------------------------------------------------------------------------------------
                      First        Second       Third        Fourth       First        Second       Third        Fourth
---------------------------------------------------------------------------------------------------------------------------
<S>                    <C>          <C>          <C>         <C>           <C>          <C>          <C>          <C>

Net revenue            $300,863     $375,097     $155,084    $ 160,858     $309,676     $334,944     $331,716     $316,421

Operating loss         (111,879)     (14,421)    (181,285)    (165,674)    (205,546)    (164,776)    (130,374)    (206,780)

Net loss               (120,713)     (23,969)    (190,717)    (218,504)    (208,196)    (174,577)    (144,603)    (205,590)

Loss per share         $ (41.18)     $ (8.23)    $ (66.48)    $ (78.80)    $ (71.08)    $ (59.60)    $ (49.37)    $ (70.19)
---------------------------------------------------------------------------------------------------------------------------

</TABLE>


NOTE S--SUBSEQUENT EVENTS

On August 8, 2003, the Company sold the remaining  collateral  securing its Note
Receivable for $8,000.  The collateral was sold "as-is",  without recourse,  and
with  indemnification  by the purchaser in regard to any and all claims  arising
including  manufacturing  defects. As of July 31, 2003, the Company had provided
for an allowance for doubtful  accounts totaling $74,167 against the gross asset
balance of $82,167. No further expense was recorded at the time of the sale.

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

On August 22, 2003, the Company sold its last remaining commercial office rental
property for $1,260,000. At the sale closing, the Company paid off its first and
second  mortgages  against the property of $485,551  and $57,599,  respectively.
After  closing  fees,  taxes and other  adjustments,  the Company  received  net
proceeds of $637,664. The Company does not expect to pay federal and state taxes
on this transaction and does not anticipate any further real estate investments.

In  October  2003,  certain  shareholders  representing  77% of the  issued  and
outstanding  capital  stock in the Company,  entered  into an  agreement  with a
third-party  to acquire  all of their  shares  subsequent  to the removal of all
assets,  liabilities,  contracts  and  operations  from the  Company.  All other
shareholders will continue to hold their shares in the Company which is expected
to remain  public.  Closing  of this  transaction  is  subject  to  satisfactory
completion of due diligence and documentation, which is expected sometime in the
Company's third fiscal quarter.

On October 17,  2003,  the Company  settled the lawsuit it filed in October 2002
against former employees of the Company and a new company they formed to compete
with the Company's Accounting USA division.  Terms of the settlement include the
return of 200 shares of Common Stock in the Company  owned by a former  officer,
as  well  as  other  agreements   regarding   non-solicitation  of  clients  and
non-competition.


Continued


<PAGE>


LINCOLN INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

July 31, 2003, 2002 and 2001


NOTE S--SUBSEQUENT EVENTS--CONTINUED

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

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


NOTE T--MANAGEMENT'S PLANS (UNAUDITED)

Management  has  developed a plan to  increase  sales,  as well as their  profit
margin,  and to decrease  operating  expenses,  primarily by taking  AUSA,  Inc.
private and selling the remaining "public shell" of the Company.  The Company is
also actively searching for existing bookkeeping companies to acquire to enhance
the AUSA business.  The ability of the Company to continue as a going concern is
dependent on the success of this plan.  The financial  statements do not include
any adjustments  that might be necessary if the Company is unable to continue as
a going concern.


ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

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


ITEM 9A. CONTROLS AND PROCEDURES

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

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


                                    PART III

ITEM 10: NAME,  PRINCIPAL OCCUPATION AND OTHER POSITIONS WITH LINCOLN FOR LAST 5
YEARS

<TABLE>
<CAPTION>


Directors, Executive
  Officers and 5%                                       Shares Owned as of
    Shareholders                      Since     Age       March 30, 2004       Percent of Class
____________________                  _____     ___     __________________     ________________
<S>                                   <C>       <C>           <C>                   <C>

Thurman L. Sisney,                    1994      57            607 (1)               23.26%
President, Treasurer and Director

Richard Jay Frockt                    1997      59            507 (2)               19.44%
Chairman of the Board
Secretary and Director

Janet Clark Frockt                    1997      57            402 (2)               15.41%
Director

Officers and Directors                                      1,516                   58.11%
as a Group


<PAGE>


<FN>

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

(2)  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 402 shares. Mr. Frockt also
owns 105 shares directly. 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 402 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 200 shares of Lincoln common 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.

</FN>
</TABLE>


BUSINESS HISTORY OF DIRECTORS

Thurman L.  Sisney--Mr.  Sisney is President  of the  Company.  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 since October of 1994.


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


Richard Jay  Frockt--Mr.  Frockt is Chairman  of the Board of the  Company.  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.


The Board of Directors  of the Company  does not have an audit  committee or any
director  that  qualifies as a financial  expert.  The Board of  Director,  when
appropriate  fulfills the same functions as would an audit committee.  The Board
of Directors  does not believe it is  necessary  to add a financial  expert as a
director  of the  Company as the  Company  has  following  the close of the last
fiscal  year  liquidated  all of its  operating  assets and it is aware that its
principal  stockholders  are  currently  structuring  a sale of  control  of the
Company.

CODE OF ETHICS

The  Company  has  not  adopted  a Code of  Ethics  that  applies  to any of its
directors, officers or employees. Based on the Company liquidating its operating
assets and the stated  desire by the  majority  owners of the  Company to either
sell control of the Company or to have it cease being a reporting  company under
the Securities and Exchange Act of 1934, the Company  determined  that it was an
unnecessary  use of its corporate time and resources to develop and adopt a Code
of Ethics at this time.

ITEM 11:  EXECUTIVE COMPENSATION.


Mr. Sisney received $23,692 in salary in fiscal year 2003 plus medical and other
miscellaneous benefits. The directors received no compensation for meetings. The
Company has no outstanding  equity based  compensation  plans,  including  stock
option plans.  No stock,  options or other equity of the Company has been issued
to any  director or officer of the Company  during the last two fiscal years and
no option or other right to acquire  securities  of the  Company  are  currently
outstanding.


<PAGE>


ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

See ITEM 10 for  information  about the stock  ownership  of certain  beneficial
owners and  management.  In October  2003,  directors  Richard J. Frockt,  Janet
Frockt,  Thurman L.  Sisney and  shareholders  Russell  Roth,  Sandee  Schuwolf,
Sherleen Sisney,  and Sheldon Gilman (Trustee for the Ryan Jeffrey Frockt Trust)
entered into a Stock  Purchase  Agreement  with Geneva  Equities,  LTD,  whereby
Geneva,  subject to certain conditions and due diligence,  will purchase for the
amount of $103,033 common stock from the above individuals as follows:

     1. Salinas Investments, LTD., 402 shares
     2. Pyramid Securities LTD, 402 shares
     3. The Ryan Jeffrey Frockt Trust, Sheldon Gilman Trustee, 200 shares
     4. Richard Frockt, 105 shares
     5. Russell Roth, 55 shares
     6. Sandee Schulwolf, 8 shares
     7. Lee Sisney, 607 shares
     8. Sherleen Sisney, 361 shares

This  represents a total of 2,140 shares of the  Company's  2,609 common  shares
currently  issued  and  outstanding  or a total of  82.0%.  If this  transaction
closes, it will result in a change of control of the Company.

ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


None.


ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES.


AUDIT FEES


The aggregate fees billed for each of the last two fiscal years for professional
services  rendered by the  principal  accountant  for the audit of the Company's
annual financial  statements and review of financial  statements included in the
Company's  Form 10Q or services that are normally  provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years are $36,918(1) and $29,477(2), respectively.


AUDIT RELATED FEES


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


TAX FEES


The aggregate fees billed for each of the last two fiscal years for professional
services  rendered by the principal  accountant for tax compliance,  tax advice,
and tax  planning  for those fiscal  years are  $5,000  and  $766(2),
respectively.


ALL OTHER FEES


The aggregate fees billed for each of the last two fiscal years for products and
services provided by the principal accountant,  other than the services reported
above in this Item 14 are $4,468 and $2,201, respectively.

(1) Fees are split between current and former principal accountants $28,721 and
    $8,197, respectively.
(2) Tax Fees combined with audit fees.


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


<PAGE>


                                     PART IV


ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) The following documents are filed as part of this Form 10-K:

          (1)  FINANCIAL STATEMENTS (INCLUDED IN PART II OF THIS REPORT):

                    Report of Carpenter, Mountjoy & Bressler, Independent
                    Auditors

                    Report of Potter & Co., Independent Auditors

                    Balance Sheets

                    Statements of Operations

                    Statement of Stockholders' Equity (Deficit)

                    Statements of Cash Flows

                    Notes to Financial Statements

          (2)  FINANCIAL STATEMENT SCHEDULES:

      All financial  statement  schedules are omitted because the information is
inapplicable or presented in the notes to the financial statements.

          (3)  EXHIBITS:


EXHIBIT       DESCRIPTION OF DOCUMENT
 NUMBER

    3.1       Amendment to Articles of Incorporation dated Jule 10, 1997.

    3.2       Articles of Incorporation Certified November 25, 1985.

    3.3       Bylaws

    4.1       Specimen Common Stock Certificate.

   10.1       Contract for the Sale of Real Property at 2211 Greene Way,
              Louisville, KY

   10.2       Asset Contribution And Stock Purchase Agreement Between Lincoln
              AUSA, Inc. Incorporated by Reference to 8-K Filing November 7,
              2003

   16.1       Letter From Moore Stephens Potter, LLP Regarding Change in
              Certifying Accountant

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

   23.2       Consent of Moore Stephens Potter, LLP, Independent Auditors

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

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


<PAGE>


     (b)  REPORTS ON FORM 8-K

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

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

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

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

     (c)  EXHIBITS

      The exhibits  listed under Item 14(a)(3)  hereof are filed as part of this
Form 10-K other than Exhibit 32.1 which shall be deemed furnished.

     (d)  FINANCIAL STATEMENT SCHEDULES

      All financial  statement  schedules are omitted because the information is
inapplicable or presented in the notes to the financial statements.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, Lincoln International Corporation has duly caused this report to be
signed on its behalf, by the undersigned,  President,  Chief Executive  Officer,
and Treasurer,  Thurman L. Sisney,  and by its Secretary,  Richard J. Frockt, as
thereunto duly  authorized in the City of Louisville,  Commonwealth of Kentucky,
on the __th day of March, 2004.




                        LINCOLN INTERNATIONAL CORPORATION


                  /s/ THURMAN L. SISNEY
                  ___________________________________________
                  BY: THURMAN L. SISNEY, PRESIDENT, TREASURER


Date: March__, 2004



                  /s/ RICHARD J. FROCKT
                  ___________________________________________
                  BY: RICHARD J. FROCKT, SECRETARY


Date: March__, 2004


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







                  SIGNATURE                           TITLE


                  (1)  Principal Executive Officers


                  /s/ THURMAN L. SISNEY
                  ___________________________________________
                  BY: THURMAN L. SISNEY,  PRESIDENT, TREASURER


                  /s/ RICHARD JAY FROCKT
                  ___________________________________________
                  BY: RICHARD JAY FROCKT, CHAIRMAN OF THE BOARD, SECRETARY





                  (2) Directors




                  /s/ THURMAN L. SISNEY
                  ___________________________________________
                  THURMAN L. SISNEY, DIRECTOR


                  /s/ RICHARD JAY FROCKT
                  ___________________________________________
                  RICHARD JAY FROCKT, DIRECTOR


                  /s/ JANET CLARK FROCKT
                  ___________________________________________
                  JANET CLARK FROCKT, DIRECTOR