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, 2002                   Commission File No. 0-5767


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


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


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


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


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

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

            none                                                     none

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

                          Common Stock (no-par) voting
                                 Title of class

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

        YES     [X]                                            NO     [ ]


<PAGE>


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

         No regular market exists for the stock.

         Indicate the number of shares  outstanding of each of the  Registrant's
classes of common stock, as of the July 31, 2002.

                              Common (no-par) 8,793

                       DOCUMENTS INCORPORATED BY REFERENCE

         (1)      Annual Report -- 2001-2002
         (2)      Information Statement -- 2002

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


<PAGE>


                                     PART I

ITEM 1:  BUSINESS

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


<PAGE>


         On August  6,  1999 the Board of  Directors  of  Lincoln  approved  the
investment of 1.5 million dollars in a newly formed corporation, Accounting USA,
Inc. Mr. Brian  McDonald,  MBA/CPA had established a company known as Accounting
Outsource  Solutions,  LLC,  within the  preceding  2 1/2 years.  Under a Merger
Agreement,  Accounting Outsource Solutions,  LLC was contributed into Accounting
USA, Inc. in return for 25% of the equity. Lincoln International  Corporation in
return for its  investment  received 75% of the equity of  Accounting  USA, Inc.
which was incorporated in the State of Nevada on September 30, 1999. On December
1, 2000  Accounting  USA,  Inc.  merged into the  Company.  In exchange  for the
minority  interest,  the Company issued 600 shares of the Company's common stock
to the minority interest.  Accounting USA, Inc. provides  accounting/bookkeeping
and payroll  services  for small to medium  sized  businesses  primarily  in the
Louisville  area. It does,  however,  service  clients outside of the Louisville
area on a limited  basis.  Accounting  USA,  Inc.  has  developed  and  provides
internet  access for its clients into its accounting  platform.  The business is
not seasonal nor is it dependant on any particular customers. Direct competition
for the outsourcing of the accounting/payroll business is in effect non-existent
in the Louisville,  Kentucky area. Many small to medium sized businesses  employ
in-house personnel to perform the  accounting/bookkeeping  responsibilities  for
their company.  Some CPA firms and small bookkeeping  firms provide  bookkeeping
services for their clients  although this is usually done on a historical  basis
as compared with or contrasted to the services  provided by Accounting USA, Inc.
on a "real time" basis.  Accounting  USA,  Inc.'s core functions  are:  accounts
payable; accounts receivable;  payroll; job cost; bank reconciliation;  time and
billing; and financial  statements.  Accounting USA, Inc. also provides numerous
customized  financial  reports to its clients.  The primary market  channels for
Accounting  USA,  Inc. are direct sales and  business  partnerships  with banks,
CPA's or other  businesses.  The intent of Lincoln is to refine the  services of
Accounting  USA,  Inc.  and  the  sales  of  those  services  so  that it can be
replicated in other metropolitan markets around the country. Management believes
the services of Accounting  USA, Inc. meets a unique market niche,  particularly
with the internet access available to its clients. Given that the outsourcing of
accounting/bookkeeping  can save clients an average of 30% to 40% of the cost of
doing  the  same  service  in-house,  it is  believed  by  management  that  the
outsourcing  concept of Accounting USA, Inc. has potential for future  expansion
and growth.  Accounting USA, Inc. does not replace the services performed by the
client's CPA, such as tax preparation and audits. Accordingly,  CPA's often find
the bookkeeping performed on behalf of their client facilitates the provision of
their  professional  services.  Lincoln will continue to provide  assistance and
support to the start-up efforts of Accounting USA, Inc.

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


<PAGE>


EMPLOYEES:

         As of July 31, 2002, LINCOLN employed eighteen (18) employees.


ITEM 2:  PROPERTIES

         The following are the various  properties owned or leased by LINCOLN as
of July 31, 2002.

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


                         LINCOLN ADMINISTRATIVE OFFICES

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

                                RENTAL PROPERTIES

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


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


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


ITEM 3:  LEGAL PROCEEDINGS

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


<PAGE>


         On July 17, 2001, the company entered into a Settlement  Agreement with
the two named Plaintiffs Terry Kennedy and Merle Brewer and their legal counsel.
In the  settlement  the  company  agreed  to give  each  named  Plaintiff  stock
equivalent  to a value of $2,000,  and the  Plaintiffs  would have a  thirty-day
option to sell that stock back to the company for $2,000. The value of the stock
would be based upon the last listed  trade  value as listed on NASDAQ.  Further,
any  shareholders  who tendered  their stock in the Tender Offer in 1997 will be
notified that they will have the opportunity to buy back stock of the company at
a price of  $120.00  per share (or $0.30 per share at the  pre-split  value) the
value at which  the stock  was sold in the  Tender.  In regard to those who sold
stock as part of the  Reverse  Split in  1998,  the  company  will  allow  those
shareholders  to buy back in also at the same  rate i.e.  $120.00  per share (or
$0.30 of the  pre-split  value) if they so desire.  All terms of the  Settlement
Agreement  were complied with,  and a total of six (6)  shareholders  elected to
purchase  Lincoln  stock  (for a  total  of  six  (6)  shares)  as  part  of the
settlement.  On July 22, 2002, the Court entered its Order dismissing the action
with prejudice. The two Plaintiffs sold their stock back to the Company.

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

         The items to be voted on at the  annual  meeting  which will be held on
the 6th day of December, 2002, are as follows:

         (1) Election of directors;

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

         (3) Approval of a 3 for 1 Reverse Split of the  Company's  Common Stock
         as approved on August 29, 2002, by unanimous  consent action and as set
         forth in the following Resolution:

         WHEREAS,  the costs of maintaining a public company are high (estimated
         at $40,000 to $50,000 per year); and

         WHEREAS,  the  Company's  stock is thinly  traded and has been for over
         twenty years; and

         WHEREAS, it appears that the costs of remaining public company outweigh
         the benefits derived by shareholders.

         BE IT HEREBY  RESOLVED  that the  following  plan of  reverse  split be
recommended to the  shareholders  for their  approval at a Special  Shareholders
meeting to be held on November 8, 2002, or another date as is necessary,  at the
offices  of Lincoln  International  Corporation,  2300  Greene  Way,  Suite 201,
Louisville,  Kentucky  40220,  at which  shareholders  of record at the close of
business on October 1, 2002 would be allowed to vote.

                         PROPOSED PLAN OF REVERSE SPLIT

                  The no par common shares of Lincoln International  Corporation
                  will be reverse  split in the ratio of three old shares to one
                  new share. All shareholders of record at the close of business
                  on the date the reverse split is approved who hold only one or
                  two old  shares and would thus be frozen out will be granted a
                  right to acquire from Lincoln a fractional interest in one new
                  share such that when  combined  with their  scrip will  enable
                  them to acquire  one new share  should  they  desire to remain
                  Lincoln shareholders.


<PAGE>


         BE IT FURTHER  RESOLVED,  that these Consent Minutes may be executed in
multiple counterparts.

         BE IT FURTHER RESOLVED, that October 31, 2002 shall and is hereby fixed
as the record date for  determination  of  Shareholders  entitled to vote at the
December 6, 2002 annual shareholders meeting.



<PAGE>


                                     PART II

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

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


ITEM 6:  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

                                                            Years ending July 31
                                     _________________________________________________________________
                                       2002          2001          2000          1999          1998
                                     _________     _________     _________     _________     _________
<S>                                  <C>           <C>             <C>           <C>           <C>

Revenues                             1,292,757     1,137,268       692,942       190,050       297,459

Income (loss) before
   extraordinary items                (732,966)     (516,830)     (500,914)    1,474,483       (72,688)

Net income (loss)                     (732,966)     (516,830)     (500,914)    1,474,483       (72,688)

Earnings (loss) per
   common share:

   Income (loss) before
      extraordinary items               (83.40)       (60.58)       (62.83)       235.64        (17.16)

   Net income (loss)                    (83.40)       (60.58)       (62.83)       235.64        (17.16)

Cash dividends                               0             0             0             0             0

Total assets                         1,796,781     2,730,518     3,786,349     3,690,394     1,147,311

Long-term obligations                  528,498       573,320        85,511             0       380,205

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

</TABLE>


<PAGE>


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

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

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

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

         Faced with  significant  capital  gains on the sale proceeds as well as
the lost  revenue  stream from  leasing  the  property,  the  company  sought to
purchase  professional  office rental  property under United States Code Section
1031,  which allows  deferral of capital gains if the sales  proceeds are timely
reinvested  in  property.  Accordingly,  on May 3, 1999 the company  purchased a
3,500 square foot office/warehouse at 11860 Capital Way in Louisville, Kentucky.
Then on June 18, 1999 the company purchase  approximately  44,311 square feet of
professional office space in three (3) buildings located at 2200, 2310, and 2211
Greene Way in  Louisville,  Kentucky.  The combined  gross revenue from the four
pieces of property had the  potential to generate  gross  revenue of $560,694 or
$332,488  in  revenue  net of  expenses  using  historically  provided  expenses
representing  37.77% of gross income.  This  represented a cash flow larger than
that which existed under  leasing the livestock  auction  business and more than
adequate  to meet  existing  obligations  and long term  obligations,  given the
company had only one (1) employee and at that time, no debt.


<PAGE>


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

         On August  6,1999  the  Board of  Directors  of  Lincoln  approved  the
investment  of  up  to  1.5  million  dollars  in a  newly  formed  corporation,
Accounting USA, Inc. Mr. Brian McDonald, MBA/CPA had established a company known
as Accounting Outsource Solutions,  LLC, within the preceding 2-1/2 years. Under
a Merger  Agreement,  Accounting  Outsource  Solutions,  LLC was converted  into
Accounting  USA,  Inc.  in return for 25% of the equity.  Lincoln  International
Corporation  in  return  for  its  investment  received  75%  of the  equity  of
Accounting USA. Inc., which was incorporated in the State of Nevada on September
30, 1999.  Accounting  USA,  Inc.  provides  accounting/bookkeeping  and payroll
services for small to medium sized businesses  primarily in the Louisville area.
It does,  however,  service  clients outside of the Louisville area on a limited
basis, including clients in Georgia, Vermont, and New Hampshire. Accounting USA,
Inc.  has  developed  and  provides  Internet  access for its  clients  into its
accounting  platform.  The  business is not  seasonal nor is it dependant on any
particular   customers.   Direct   competition   for  the   outsourcing  of  the
accounting/payroll  business  is  in  effect  non-existent  in  the  Louisville,
Kentucky area. Many small to medium sized businesses  employ in-house  personnel
to perform the  accounting/bookkeeping  responsibility  although this is usually
done on a  historical  basis as  compared  with or  contrasted  to the  services
provided by Accounting USA, Inc. on a "real time" basis.  Accounting USA, Inc.'s
core functions are: accounts payable;  accounts  receivable;  payroll; job cost;
bank reconciliation; time and billing; and financial statements. Accounting USA,
Inc. also provides numerous  customized  financial  reports to its clients.  The
primary market  channels for Accounting  USA, Inc. are direct sales and business
partnerships with banks, CPA's or other businesses.  The intent of Lincoln is to
refine the services of Accounting  USA, Inc. and the sales of those  services so
that it can be  replicated  in other  metropolitan  markets  around the country.
Management  believes the services of Accounting  USA, Inc. meets a unique market
niche,  particularly  with the Internet access  available to its clients.  Given
that the outsourcing of  accounting/bookkeeping  is estimated to save clients an
average  of 30% to 40% of the cost of doing  the same  service  in-house,  it is
believed by management that the outsourcing  concept of Accounting USA, Inc. has
potential for future expansion and growth. Accounting USA, Inc. does not replace
the services  performed by the client's CPA, such as tax preparation and audits.
Accordingly,  CPA's  often  find the  bookkeeping  performed  on behalf of their
client  facilitates the provision of their professional  services.  Lincoln will
continue to provide assistance and support to the start-up efforts of Accounting
USA, Inc.

         On August 22, 2002 Mr. Brian McDonald, the CEO of Accounting USA, Inc.,
resigned to pursue other opportunities.  Mr. McDonald did not have a non-compete
agreement,  and it is not known what impact,  if any, his departure will have on
the  Company's  future.  Not long  after Mr.  McDonald  resigned  two (2) client
account  specialists also resigned.  Concurrently with the resignations ten (10)
Accounting  USA  clients  gave  notice they were  terminating  Accounting  USA's
services  and going to a  bookkeeping  company.  It was later  learned  that the
bookkeeping  company  was  organized  by  one of the  resigning  client  account
specialists on October 15, 2002.

         The company filed a lawsuit  against one of the former  client  account
specialists  as well as Accounting  Advantage,  LLC, for which she was listed as
the agent for  service of  process.  The  company is  seeking  compensatory  and
punitive damages and other remedies as is appropriate.

RESULTS OF OPERATIONS

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


<PAGE>


STATEMENT OF INCOME

         Accounting  service  fee  revenue  increased  by 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.

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.


<PAGE>


         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.

         The company  received  capital  injections in the form of cash from its
parent company in the amount of $425,000 during fiscal year July 31, 2002.

ACQUISITION OR DISPOSITION OF ASSETS

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

LIQUIDITY AND CAPITAL NEEDS

         The company  currently has  approximately  $200,000 in cash and debt of
approximately  $475,000  on 2211  Greene  Way.  The  property  is listed  and is
anticipated  could be sold within the year. The company  therefore has available
approximately  $1,000,000 that would 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, will be
notified that they will have the opportunity to buy back stock of the company at
a price of  $120.00  per share (or $0.30 per share at the  pre-split  value) the
value at which  the stock  was sold in the  Tender.  In regard to those who sold
stock as part of the  Reverse  Split in  1998,  the  company  will  allow  those
shareholders  to buy back in also at the same  rate i.e.  $120.00  per share (or
$0.30 of the pre-split  value) if they so desire.  As part of the settlement Lee


<PAGE>


Sisney  will put up half of the stock to be sold to those who choose to buy back
into the  company and the company  will put up the other half.  Also,  the legal
fees for Plaintiffs attorneys will be paid in an amount not to exceed $74,500 as
verified as concurrent  with the work done up to and  including  the  settlement
agreement.  The Settlement Agreement was approved by the Court, all terms of the
Settlement Agreement 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

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

ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.


<PAGE>


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

DIRECTORS                           SINCE                     SHARES OWNED AS OF
                                                                  07/31/2002


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

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

Brian McDonald
Secretary                           2000                              600
(Resigned effective 8/22/02)

Russell R. Roth
Treasurer
Director                            1997                              165

Janet Clark Frockt
Director                            1997                            1,207 (1)

                                                                    _____
Officers & Directors as a group                                     6,086

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

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


<PAGE>


BUSINESS HISTORY OF DIRECTORS

         Thurman L.  Sisney--Mr.  Sisney is President  of Lincoln  International
Corporation. He has a masters degree in Business Administration and a law degree
from the University of Louisville  and has been in private  practice since 1980.
Mr.  Sisney has served as general  counsel  to the  Finance  and  Administration
Cabinet as well as counsel and legislative  liaison to the governor of Kentucky.
He has also served as general counsel and Deputy  Commissioner of the Department
of  Agriculture.  Mr.  Sisney  is and has been  active  in  numerous  civic  and
charitable organizations. Mr. Sisney has been President of Lincoln International
Corporation since October of 1994.

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

         Richard  Jay  Frockt--Mr.  Frockt is  Chairman  of the Board of Lincoln
International  Corporation.  Mr.  Frockt  has a B.S.  in  History  from  Western
Kentucky  University and a juris doctorate from the University of Louisville Law
School.  He was a  capital  partner  with the law firm  Barnett  and  Alagia  in
Louisville  until  1986,  when he became  the  Chief  Operating  Officer  of TMC
Communications,  a regional long distance  telephone  company in Santa  Barbara,
California.  Mr. Frockt founded WCT  Communications,  Inc. in 1989. He served as
Chairman of the Board and Chief Executive Officer of that company until 1995.

         Brian  McDonald  - Mr.  McDonald  was  Secretary  of the  Company.  Mr.
McDonald  is a 1980  graduate of Indiana  University  in  Bloomington,  Indiana,
earning a B.S.  degree in  Accounting.  Mr.  McDonald  later  became a certified
public accountant in the states of Indiana and Kentucky. Mr. McDonald earned his
masters degree in business  administration  from Indiana University in 1998. Mr.
McDonald's  career has included three years in public accounting with KPMG, five
years as a corporate  controller with Mid State Paving,  nine years as the chief
financial officer of Hughes Group, Inc. In 1997, Mr. McDonald founded Accounting
Outsource Solutions,  LLC, a company developed to provide outsourced  accounting
services for small businesses.  In 1999, Mr. McDonald and Lincoln  International
Corp.,  co-founded  Accounting USA, Inc. to continue the business of outsourcing
accounting  servicing  to small  businesses.  On August 22, 2002,  Mr.  McDonald
resigned to pursue other opportunities.

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

ITEM 11:

         The  directors  received  no  compensation  for  meetings.  The  travel
expenses for 2001-2002 were $2,053.  Brian McDonald  received salary of $133,538
during the year ended July 31, 2002.

ITEM 12 and ITEM 13:

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


<PAGE>


                                     PART IV

ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

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

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

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

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

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

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

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

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


<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  Lincoln  International  Corporation  has duly caused this
report to be signed  on its  behalf,  by the  undersigned,  President  and Chief
Executive Officer, Thurman L. Sisney, and by its Treasurer,  Russell R. Roth, as
thereunto duly  authorized in the City of Louisville,  Commonwealth of Kentucky,
on the 29th day of October, 2002.


                                          LINCOLN INTERNATIONAL CORPORATION


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


                                          Date: October 29, 2002
                                               _________________________________


                                          /s/ RUSSELL R. ROTH
                                          ______________________________________
                                          By: Russell R. Roth, Treasurer


                                          Date: October 29, 2002
                                               _________________________________


         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
         _________________________________
         Thurman L. Sisney                     President


         /s/ RICHARD JAY FROCKT
         _________________________________
         Richard Jay Frockt                    Chairman of the Board


         /s/ RUSSELL R. ROTH
         _________________________________
         Russell R. Roth                       Treasurer



         (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


         /s/ RUSSELL R. ROTH
         _________________________________
         Russell R. Roth                       Director


<PAGE>


                                 CERTIFICATIONS


I, Richard Jay Frockt, CEO, certify that:

1. I have  reviewed  this  Annual  Report on Form 10-K of Lincoln  International
Corporation;

2.  Based on my  knowledge,  this  Annual  Report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this Annual  Report,  fairly  represent in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this Annual Report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

i) Designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this Annual Report is being prepared;

ii) Evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this Annual
Report (the "Evaluation Date"); and

iii) Presented in this Annual Report our conclusions  about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the board of directors (or persons performing the equivalent functions):

i) All significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

ii) Any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
Annual Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


October 29, 2002                                /s/ RICHARD JAY FROCKT
                                                __________________________

                                                    Richard Jay Frockt


<PAGE>


                                 CERTIFICATIONS


I, Thurman L. Sisney, CFO, certify that:

1. I have  reviewed  this  Annual  Report on Form 10-K of Lincoln  International
Corporation;

2.  Based on my  knowledge,  this  Annual  Report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this Annual  Report,  fairly  represent in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this Annual Report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

i) Designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this Annual Report is being prepared;

ii) Evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this Annual
Report (the "Evaluation Date"); and

iii) Presented in this Annual Report our conclusions  about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the board of directors (or persons performing the equivalent functions):

i) All significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

ii) Any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
Annual Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


October 29, 2002                                /s/ THURMAN L. SISNEY
                                                __________________________

                                                    Thurman L. Sisney


<PAGE>

























                        LINCOLN INTERNATIONAL CORPORATION

                             ANNUAL REPORT FORM 10-K




















<PAGE>






INDEPENDENT AUDITOR'S REPORT



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

We have audited the balance sheets of Lincoln  International  Corporation listed
in the  accompanying  index to Financial  Statements (Item 14(a)) as of July 31,
2002  and  2001,  and  the  related   statements  of   operations,   changes  in
stockholders'  equity,  and cash flows for each of the three years in the period
ended July 31, 2002. These financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

In our opinion the  financial  statements  listed in the  accompanying  Index to
Financial Statements (Item 14(a)) present fairly, in all material respects,  the
financial position of Lincoln International  Corporation as of July 31, 2002 and
2001, and the results of its operations and its cash flows for each of the three
years  in the  period  ended  July  31,  2002,  in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 23 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.



POTTER & COMPANY, LLP
Louisville, Kentucky
October 25, 2002


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION

                          INDEX TO FINANCIAL STATEMENTS

                                   ITEM 14(a)



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

         Balance sheets - July 31, 2002 and 2001

         Statements of operations - years ended July 31, 2002, 2001, and 2000

         Statements  of changes in  stockholders'  equity - years ended July 31,
         2002, 2001, and 2000

         Statements of cash flows - years ended July 31, 2002, 2001, and 2000

         Notes to financial statements


Supporting schedules for the three years ended July 31, 2002, 2001, and 2000:

         II - Valuation and qualifying accounts and reserves


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


<TABLE>
<CAPTION>


                                                                                                                    SCHEDULE II

                                       LINCOLN INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                         VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                            Years ended July 31, 2002, 2001, and 2000


             Column A                      Column B                  Column C                     Column D             Column E
____________________________________    ________________   ______________________________   ______________________   _____________
                                                                     Additions
                                                           ______________________________
                                          Balance at        Charged to      Charged to
                                           Beginning        Costs and      Other Accts.         Deductions -          Balance at
            Description                     of Year          Expenses        Describe             Describe           End of Year
____________________________________    ________________   _____________   ______________   ______________________   _____________
<S>                                          <C>             <C>               <C>                <C>                 <C>

Year ended July 31, 2002
     Reserves deducted from assets:
        Allowance for losses:
           Accounts receivable               $   400         $  6,600          $   0              $    0              $  7,000
           Note receivable                         0           35,100              0                   0                35,100
                                             _______         ________          _____              ______              ________

                                             $   400         $ 41,700          $   0              $    0              $ 42,100
                                             =======         ========          =====              ======              ========

Year ended July 31, 2001
     Reserves deducted from assets:
        Allowance for losses:
           Accounts receivable                 8,195              400              0               8,195                   400
           Note receivable                         0           35,100              0                   0                35,100
                                             _______         ________          _____              ______              ________
                                             $ 8,195         $ 35,500          $   0              $8,195              $ 35,500
                                             =======         ========          =====              ======              ========

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


</TABLE>


<PAGE>


















                                               LINCOLN INTERNATIONAL CORPORATION
                                               FINANCIAL STATEMENTS AND
                                               INDEPENDENT AUDITOR'S REPORT

                                               July 31, 2002, 2001, and 2000


<PAGE>


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


Independent Auditor's Report                                                1


Balance Sheets                                                              2


Statements of Operations                                                    3


Statements of Changes in Stockholders' Equity                               4


Statements of Cash Flows                                                  5 - 6


Notes to the Financial Statements                                         7 - 19



<PAGE>


INDEPENDENT AUDITOR'S REPORT



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



We have  audited  the  accompanying  balance  sheets  of  Lincoln  International
Corporation  as of July  31,  2002  and  2001,  and the  related  statements  of
operations,  changes  in  stockholders'  equity,  and cash flows for each of the
three years in the period ended July 31, 2002.  These  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Lincoln   International
Corporation  as of July 31, 2002 and 2001, and the results of its operations and
its cash flows for each of the three years in the period ended July 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 23 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.




POTTER & COMPANY, LLP
October 25, 2002


                                       1


<PAGE>

<TABLE>
<CAPTION>


                                  LINCOLN INTERNATIONAL CORPORATION
                                           BALANCE SHEETS
                                       July 31, 2002 and 2001



                                             A S S E T S

                                                                      2002              2001
                                                                   ___________       ___________
<S>                                                                <C>               <C>

Current assets:
    Cash and cash equivalents                                      $   326,995       $   974,897
    Accounts receivable, net of allowance for
        doubtful accounts of $7,000 ($400 in 2001)                      49,664            83,212
    Note receivable, net of allowance for
        doubtful amounts of $35,100                                     48,462            52,747
    Other receivables                                                      478            13,429
    Prepaid expenses                                                    10,120            20,948
                                                                   ___________       ___________
        Total current assets                                           435,719         1,145,233
                                                                   ___________       ___________

Property and equipment, net                                            976,431         1,117,443
                                                                   ___________       ___________

Noncurrent assets:
    Goodwill, net                                                      138,987           178,691
    Deferred tax asset                                                 245,644           289,151
                                                                   ___________       ___________
        Total noncurrent assets                                        384,631           467,842
                                                                   ___________       ___________

        Total assets                                               $ 1,796,781       $ 2,730,518
                                                                   ===========       ===========

                                        L I A B I L I T I E S

Current liabilities:
    Current maturities of long-term debt                           $    41,072       $    39,103
    Obligation under capital lease                                       4,235             3,730
    Accounts payable                                                    63,452           153,592
    Accrued expenses                                                    43,810            50,873
    Income taxes payable                                                     0            18,433
                                                                   ___________       ___________
        Total current liabilities                                      152,569           265,731
                                                                   ___________       ___________

Noncurrent liabilities:
    Long-term debt, less current maturities                            521,161           562,054
    Obligation under capital lease                                       7,337            11,266
    Deferred tax liability                                             245,644           289,151
                                                                   ___________       ___________
        Total noncurrent liabilities                                   774,142           862,471
                                                                   ___________       ___________

        Total liabilities                                              926,711         1,128,202
                                                                   ___________       ___________

Commitments

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

Stockholders' equity:
    Common stock, no par value, 3,000,000 shares authorized,
        8,793 issued and outstanding (8,787 in 2001)                 1,994,718         1,993,998
    Retained earnings (deficit)                                       (874,648)         (141,682)
    Accumulated other comprehensive income - unrealized
        loss on investment                                            (250,000)         (250,000)
                                                                   ___________       ___________
        Total stockholders' equity                                     870,070         1,602,316
                                                                   ___________       ___________

        Total liabilities and stockholders' equity                 $ 1,796,781       $ 2,730,518
                                                                   ===========       ===========


See accompanying notes.

</TABLE>


                                       2


<PAGE>

<TABLE>
<CAPTION>


                                       LINCOLN INTERNATIONAL CORPORATION
                                            STATEMENTS OF OPERATIONS
                                   Years ended July 31, 2002, 2001, and 2000


                                                            2002              2001                 2000
                                                         ___________       ___________          ___________
<S>                                                      <C>               <C>                  <C>

Revenues                                                 $ 1,292,757       $ 1,137,268          $   692,942
                                                         ___________       ___________          ___________

Costs and expenses:
    Cost of revenues                                         946,639           950,526              616,216
    Operating, general and administrative expenses         1,053,594         1,165,192              916,673
                                                         ___________       ___________          ___________

           Total costs and expenses                        2,000,233         2,115,718            1,532,889
                                                         ___________       ___________          ___________

           Loss from operations                             (707,476)         (978,450)            (839,947)
                                                         ___________       ___________          ___________

Other income (expense):
    Gain (loss) on sale of property
        and equipment                                              0           296,192              (12,884)
    Interest income                                           27,960            53,924               18,618
    Legal fees                                                     0           (74,500)                   0
    Loss on uncollectible note receivable                          0           (35,100)                   0
    Interest expense                                         (53,450)          (89,475)             (35,307)
                                                         ___________       ___________          ___________

           Total other income (expense)                      (25,490)          151,041              (29,573)
                                                         ___________       ___________          ___________

           Loss before income taxes                         (732,966)         (827,409)            (869,520)

Benefit from income taxes                                          0          (310,579)            (368,606)
                                                         ___________       ___________          ___________

           Net loss                                      $  (732,966)      $  (516,830)         $  (500,914)

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

        Comprehensive income (loss)                      $  (732,966)      $  (766,830)         $  (500,914)
                                                         ===========       ===========          ===========

           Net loss per common share                     $    (83.40)      $    (60.58)         $    (62.83)
                                                         ===========       ===========          ===========


See accompanying notes.

</TABLE>


                                       3


<PAGE>

<TABLE>
<CAPTION>


                                 LINCOLN INTERNATIONAL CORPORATION
                           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                             Years ended July 31, 2002, 2001, and 2000


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

Balance at August 1, 1999       $ 1,879,898        $  876,062       $        0       $ 2,755,960

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

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

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

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

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

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

Issuance of common stock                720                 0                0               720

Net loss                                  0          (732,966)               0          (732,966)
                                ___________        __________       __________       ___________

Balance at July 31, 2002        $ 1,994,718        $ (874,648)      $ (250,000)      $   870,070
                                ===========        ==========       ==========       ===========


See accompanying notes.

</TABLE>


                                       4


<PAGE>

<TABLE>
<CAPTION>


                                     LINCOLN INTERNATIONAL CORPORATION
                                         STATEMENTS OF CASH FLOWS
                                 Years ended July 31, 2002, 2001, and 2000



                                                                         2002              2001              2000
                                                                      __________        __________        __________
<S>                                                                   <C>               <C>               <C>

Cash flows from operating activities:
    Net income (loss)                                                 $ (732,966)       $ (516,830)       $ (500,914)
    Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
           Depreciation and amortization                                 197,097           202,702           143,263
           Bad debt                                                       19,601            35,500             8,195
           Stock issued for compensation                                       0             2,100                 0
           (Gain) loss on sale of property, equipment, and
              operating assets                                                 0          (296,192)           12,884
           Deferred income taxes                                               0          (329,011)         (368,870)
           (Increase) decrease in:
              Receivables                                                 31,183           (84,890)         (105,693)
              Prepaid expenses                                            10,828            29,871           (50,819)
           Increase (decrease) in:
              Accounts payable                                           (90,140)           75,000            46,295
              Accrued expenses                                            (7,062)            2,878            29,245
              Income taxes payable                                       (18,433)           18,433                 0
                                                                      __________        __________        __________

           Net cash used in operating activities                        (589,892)         (860,439)         (786,414)
                                                                      __________        __________        __________

Cash flows from investing activities:
    Proceeds from sale of property, equipment and
        operating assets                                                       0         2,204,549           263,743
    Purchase of property and equipment                                   (16,382)          (93,166)         (386,349)
    Purchase of Vena Marks & Associates, LLC                                   0          (110,800)                0
    Purchase of Investment in Winebrenner Capital Partners, LLC                0          (250,000)                0
                                                                      __________        __________        __________

           Net cash provided by (used in) investing activities           (16,382)        1,750,583          (122,606)
                                                                      __________        __________        __________

Cash flows from financing activities:
    Proceeds from issuance of common stock                                   720                 0                 0
    Net proceeds on line of credit                                             0           500,000           500,000
    Proceeds from long-term borrowings                                         0            33,491           115,000
    Principal payments on long-term debt                                 (38,924)         (532,761)          (14,574)
    Principal payments on capital lease obligations                       (3,424)           (2,779)           (1,070)
                                                                      __________        __________        __________

           Net cash provided by (used in) financing activities           (41,628)           (2,049)          599,356
                                                                      __________        __________        __________

           Net increase (decrease) in cash and cash equivalents         (647,902)          888,095          (309,664)

           Cash and cash equivalents at beginning of year                974,897            86,802           396,466
                                                                      __________        __________        __________

           Cash and cash equivalents at end of year                   $  326,995        $  974,897        $   86,802
                                                                      ==========        ==========        ==========

Supplemental disclosures of cash flow information:
    Cash paid during the year for interest                            $   53,460        $   87,360        $   34,937
                                                                      ==========        ==========        ==========


                                       5


<PAGE>


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

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

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

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


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

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


See accompanying notes.


</TABLE>


                                        6


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                          July 31, 2002, 2001, and 2000



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Company's Activities:

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

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

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

Principles of Consolidation:

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

Use of Estimates:

The preparation of financial statements in conformity with 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.

Cash and Cash Equivalents:

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


                                       7


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                          July 31, 2002, 2001, and 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment:

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

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

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

Advertising:

The  Company  expenses   advertising  costs  when  incurred,   except  marketing
brochures,  which are  capitalized  and  amortized  over the  expected  benefits
period.  Advertising  expense was  $10,823,  $74,761,  and $37,153 for the years
ended July 31, 2002, 2001 and 2000 respectively.

Income Taxes:

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

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

Earnings Per Share:

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

NOTE 2 - NOTE RECEIVABLE

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

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


                                       8


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                          July 31, 2002, 2001, and 2000


NOTE 2 - NOTE RECEIVABLE (CONTINUED)

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

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

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

The note receivable balance consists of the following:

                                                    2002          2001
                                                  _________     _________

     Company funds disbursed                      $  90,500     $  90,500
     Interest thereon                                23,362        15,347
     Repayments                                     (30,300)      (18,000)
                                                  _________     _________
       Subtotal                                      83,562        87,847
     Less allowance for uncollectible amounts        35,100        35,100
                                                  _________     _________
       Note receivable, net                       $  48,462     $  52,747
                                                  =========     =========

NOTE 3 - OTHER RECEIVABLES

Other receivables consist of the following:
                                                    2002          2001
                                                  _________     _________

     Due from officer                             $       0     $  12,951
     Refundable deposits                                478           478
                                                  _________     _________
       Total                                      $     478     $  13,429
                                                  =========     =========

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

NOTE 4 - PREPAID EXPENSES

Prepaid expenses consist of the following:
                                                    2002          2001
                                                  _________     _________

     Prepaid leasing commissions                  $   3,348     $   3,348
     Prepaid advertising costs                            0         8,301
     Prepaid maintenance, support, and training       3,738         4,010
     Prepaid insurance                                2,568         4,789
     Other                                              466           500
                                                  _________     _________
       Total                                      $  10,120     $  20,948
                                                  =========     =========


                                       9


<PAGE>


                         LINCOLN INTERNATIONAL CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                          July 31, 2002, 2001, and 2000


NOTE 5 - INVESTMENT IN WINEBRENNER CAPITAL PARTNERS, LLC

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

NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                                         2002          2001
                                                      __________    __________

     Land                                             $   88,916    $   88,916
     Building                                            801,051       801,051
     Office and computer equipment                       472,107       457,557
     Leasehold improvements                                4,631         2,800
                                                      __________    __________
                                                       1,366,705     1,350,324
     Less accumulated depreciation and amortization      401,267       246,230
                                                      __________    __________
                                                         965,438     1,104,094
     Equipment held under capital lease,
         net of accumulated amortization                  10,993        13,349
                                                      __________    __________

     Net property and equipment                       $  976,431    $1,117,443
                                                      ==========    ======+===

Depreciation  expense  for the years  ended July 31,  2002,  2001,  and 2000 was
$157,392, $163,593, and $143,263, respectively.

NOTE 7 - GOODWILL

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

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


                                       10


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2002, 2001, and 2000


NOTE 7 - GOODWILL (CONTINUED)

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

Goodwill consists of the following:
                                                         2002          2001
                                                       _________     _________

         Goodwill                                      $ 217,800     $ 217,800
         Less accumulated amortization                    78,813        39,109
                                                       _________     _________
         Goodwill, net                                 $ 138,987     $ 178,691
                                                       =========     =========

NOTE 8 - LINE OF CREDIT

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

NOTE 9 - LONG-TERM DEBT
                                                         2002          2001
                                                       _________     _________
     Term note payable, interest
     at 8.75%, monthly payments of
     $3,105, including principal and
     interest, due October 2004.
                                                       $  76,317     $ 105,333

     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.                                               485,916       495,824
                                                       _________     _________
                                                         562,233       601,157
          Less current maturities                         41,072        39,103
                                                       _________     _________
          Total                                        $ 521,161     $ 562,054
                                                       =========     =========


                                       11


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2002, 2001, and 2000


NOTE 9 - LONG-TERM DEBT (CONTINUED)

As of July 31, 2002,  the annual  maturities  required on the term notes payable
are as follows:

     Year ending July 31:
              2003                                     $  41,072
              2004                                        46,455
              2005                                        22,434
              2006                                       452,272
                                                       _________
              Total                                    $ 562,233
                                                       =========

NOTE 10 - CAPITAL LEASE

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

                                                         2002          2001
                                                       _________     _________

     Office and computer equipment                     $  18,845     $  18,845
     Less accumulated amortization                         7,852         5,496
                                                       _________     _________
           Total                                       $  10,993     $  13,349
                                                       =========     =========

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, 2002:

                         Year ending July 31:

                         2003                          $   5,571
                         2004                              5,142
                         2005                              3,000
                                                       _________
           Total minimum lease payments                   13,713
           Less amount representing interest               2,141
                                                       _________
           Present value of net minimum lease payments $  11,572
                                                       =========

NOTE 11 - ACCRUED EXPENSES

Accrued expenses consist of the following:

                                                         2002          2001
                                                       _________     _________

           Accrued payroll and payroll taxes           $  26,249     $  33,394
           Accrued property taxes                          5,593         5,500
           Other                                          11,968        11,979
                                                       _________     _________
               Total                                   $  43,810     $  50,873
                                                       =========     =========


                                       12


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2002, 2001, and 2000


NOTE 12 - INCOME TAXES

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

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

Gross deferred income tax consists of the following:

                                                         2002          2001
                                                       _________     _________

           Deferred tax asset                          $ 704,413     $ 311,781
           Less valuation allowance                      458,769        22,630
                                                       _________     _________
           Net deferred tax asset                      $ 245,644     $ 289,151
                                                       =========     =========

           Deferred tax liability                      $(245,644)    $(289,151)
                                                       =========     =========

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

The Company has available at July 31, 2002  operating loss  carryforwards  which
may provide future tax benefits.  If not used, the carryforwards  will expire as
follows:

                     Year of                           Operating Loss
                    Expiration                          Carryforwards

                      2006                               $  145,985
                      2007                                        0
                      2008                                   72,982
                      2009                                   31,281
                      2010                                   31,281
                      2011                                        0
                      2012                                   62,562
                      2013                                        0
                      2014                                        0
                      2015                                        0
                      2016                                        0
                      2017                                        0
                      2018                                        0
                      2019                                        0
                      2020                                        0
                      2021                                  464,384
                      2022                                  632,887
                                                         __________

                      Total                              $1,441,362
                                                         ==========


                                       13


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2002, 2001, and 2000


NOTE 12 - INCOME TAXES (CONTINUED)

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

<TABLE>
<CAPTION>


                                                                2002           2001            2000
                                                              _________      _________       _________
<S>                                                           <C>            <C>             <C>

         Federal income taxes                                 $       0      $ 278,623       $   1,764
         State and local income taxes                                 0         81,165             735
         Deferred taxes                                               0       (329,012)       (368,870)
         Tax benefit of net operating loss carryforward               0       (341,355)         (2,235)

                  Total                                       $       0      $(310,579)      $(368,606)
                                                              =========      =========       =========

</TABLE>


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

<TABLE>
<CAPTION>


                                                                2002           2001            2000
                                                              _________      _________       _________
<S>                                                           <C>            <C>             <C>

         Depreciation                                         $ (43,506)     $ (497,367)     $ (96,870)
         Net deferred costs                                      (2,914)         (9,894)        (5,776)
         Net operating loss carryforward                         46,420         (86,312)        (1,663)
         Loss on unconsolidated subsidiary                            0         264,561       (264,561)
                                                              _________      _________       _________

                  Total                                       $       0      $(329,012)      $(368,870)
                                                              =========      =========       =========

</TABLE>


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

The 2002 provision for (benefit from) taxes represents an effective rate of 0.0%
(37.5%  for 2001 and 42.4% for 2000) of  financial  income  before  taxes and is
different  from the amount  which would  normally  be  expected by applying  the
statutory  federal  income  tax  rates  to  such  income.  The  reasons  for the
difference are as follows:

<TABLE>
<CAPTION>


                                                                2002           2001            2000
                                                              _________      _________       _________
<S>                                                           <C>           <C>            <C>

         Computed "expected" tax expense (benefit)            $(239,581)     $(281,319)      $(295,637)
         State and local income taxes                                 0        (35,411)        (37,975)
         Nondeductible expenses                                   4,270          4,265           3,273
         Increase in valuation allowance                        436,139         22,630               0
         Effect of graduated tax rates                         (200,828)       (20,744)        (38,267)
                                                              _________      _________       _________
         Provision for (benefit from) income taxes            $       0      $(310,579)      $(368,606)
                                                              =========      =========       =========

</TABLE>


                                       14


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2002, 2001, and 2000


NOTE 13 - LEASE COMMITMENTS

The Company has entered into operating lease agreements.

Total rental expense  amounted to $60,403 in 2002,  $28,572 in 2001, and $16,885
in 2000. Future minimum rentals at July 31, 2002 are as follows:

                  YEAR ENDING JULY 31:

                          2003               27,933
                          2004               17,831
                          2005                3,578
                                            _______
                           Total            $49,342
                                            =======

NOTE 14 - LEASE OF PROPERTY AND EQUIPMENT

The Company is the lessor of commercial  rental office buildings under operating
leases.  Following  is a summary of the  Company's  investment  in property  and
equipment under operating leases as of July 31, 2002 and 2001:

                                            2002                2001
                                          _________           _________

        Land                              $  88,916           $  88,916
        Buildings and improvements          801,051             801,051
                                          _________           _________
                                            889,967             889,967
        Less accumulated depreciation        65,213              44,612
                                          _________           _________
                 Total                    $ 824,754           $ 845,355
                                          =========           =========

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

The minimum  future rentals to be received on the leases at July 31, 2002 are as
follows:

        Year ending July 31:

                2003       $  77,909
                2004          22,104
                2005          22,104
                2006          22,104
                2007          22,104
                Thereafter    27,630
                           _________

                Total      $ 193,955
                           =========


                                       15


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2002, 2001, and 2000


NOTE 15 - MAJOR BUSINESS SEGMENTS

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

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

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

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

<TABLE>
<CAPTION>


                                                             2002
                                          __________________________________________
                                            Rental       Bookkeeping        Total
                                          __________     ___________     ___________
<S>                                       <C>            <C>             <C>

     Revenues from external customers     $  189,519     $ 1,103,238     $ 1,292,757
     Interest income                          22,994           4,966          27,960
     Interest expense                         43,491           9,959          53,450
     Intersegment revenue                          0          12,600          12,600
     Depreciation and amortization            41,466         155,631         197,097
     Segment assets                        1,643,890         291,691       1,935,581
     Expenditures for segment assets               0          16,382          16,382

                                                             2001
                                          __________________________________________
                                            Rental       Bookkeeping        Total
                                          __________     ___________     ___________

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

                                                             2000
                                          __________________________________________
                                            Rental       Bookkeeping        Total
                                          __________     ___________     ___________

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

</TABLE>


                                       16


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2002, 2001, and 2000


NOTE 15 - MAJOR BUSINESS SEGMENTS

The following is a  reconciliation  of  reportable  segment  revenues,  cost and
revenues,  profit or loss and assets as of and for the year ending July 31, 2002
and 2001.

                                                       2002               2001
                                                     ___________    ___________

REVENUES
Total revenue from reportable segments               $ 1,305,357    $ 1,182,398
Elimination of intersegment revenues                     (12,600)       (45,130)
                                                     ___________    ___________
        Total consolidated revenues                  $ 1,292,757    $ 1,137,268
                                                     ===========    ===========

COSTS AND EXPENSES
Total costs and expenses from reportable segments    $ 2,012,835    $ 2,160,848
Elimination of intersegment costs and expenses           (12,600)       (45,130)
                                                     ___________    ___________
        Total consolidated costs and expenses        $ 2,000,235    $ 2,115,718
                                                     ===========    ===========

PROFIT OR LOSS
Total loss for reportable segments                   $  (707,478)   $  (978,450)
Non-operating income                                           0        296,192
Interest income                                           27,960         53,924
Non-operating expense                                          0       (109,600)
Interest expense                                         (53,450)       (89,475)
                                                     ___________    ___________
        Loss before income taxes                     $  (732,968)   $  (827,409)
                                                     ===========    ===========

ASSETS
Total assets for reportable segments                 $ 1,935,581    $ 3,123,270
Elimination of intersegment receivables                 (138,800)      (142,752)
                                                     ___________    ___________
        Total consolidated assets                    $ 1,796,781    $ 2,980,518
                                                     ===========    ===========


NOTE 16 - PROFIT SHARING PLAN

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

NOTE 17 - CONCENTRATION OF CREDIT RISK

The Company  maintains cash accounts in commercial  banks located in Louisville,
Kentucky.  Accounts are guaranteed by the Federal Deposit Insurance  Corporation
(FDIC) up to $100,000.  The Company has an uninsured  amount of $248,242 at July
31, 2002.


                                       17


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2002, 2001, and 2000


NOTE 18 - PROFORMA RESULTS OF COMPANY ACQUIRED

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

                                         8/1/00 - 7/31/01     8/1/99 - 7/31/00
                                         ________________     ________________

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

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

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

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

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

NOTE 19 - CAPITAL STOCK

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

NOTE 20 - COMMITMENTS

The Company has entered into an agreement with a company to find tenants for its
rental  buildings.  At the time of the lease agreement,  the Company is to pay a
leasing  commission  equal to 6% of total rental  income under the lease.  As of
July 31, 2002 the Company had no commitments for leasing  commissions  dependent
on lease renewals.

NOTE 21 - SUBSEQUENT EVENTS

On August  29,  2002,  the Board of  Directors  unanimously  approved  a 3-for-1
reverse stock split of the Company's common stock. All stockholders of record at
the close of business on the date the reverse split was approved,  who hold less
than  three  shares,  will be  granted  a right to  acquire  from the  Company a
fractional interest in one new share in order to remain a stockholder.


                                       18


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 2002, 2001, and 2000


NOTE 22 - RELATED PARTY TRANSACTIONS

On October 2000, the Company sold one of its commercial  rental office buildings
to  Winebrenner  Capital  Partners,  LLC. As part of the  consideration  for the
transaction,  the  Company  received  $250,000 of stock in  Winebrenner  Capital
Partners,  LLC,  which is being offered  under an intrastate  offering at $5 per
share.  The  50,000  shares  received  represents  1% of the  limited  liability
company.  In  addition to the 50,000  shares  received,  the Company  received a
warrant to purchase an additional  50,000 shares over a 10 year period at $5 per
share.

NOTE 23 - GOING CONCERN

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

NOTE 24 - RESTATEMENT

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












                                       19