Form 10-Q

                        SECURITIES AND EXCHANGE COMMISION
                                WASHINGTON, D.C.
                           __________________________


                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                           __________________________


     For the Quarter ended April 30, 2003    Commission file No. 0-0767
                           __________________________


                        LINCOLN INTERNATIONAL CORPORATION
             ______________________________________________________
             (Exact Name of Registrant as specified in its charter)


           Kentucky                                      61-0575092
______________________________                     ______________________
(State of other Jurisdiction                          (I.R.S. Employer
incorporation or organization)                     Identification Number)


          2300 Greene Way
          Louisville, Kentucky                       40220
________________________________________           __________
(Address or principal executive offices)           (Zip Code)


(Registrants Telephone Number, Including Area Code)  (502) 671-0010


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

                  YES      [X]                     NO      [ ]

Indicate  the numbers of shares  outstanding  of each of the issuer'  classes of
common stock, as of the close of the period covered by this report: 2,774 of the
(no-par) voting common stock.


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION

                                      INDEX


                                                                       PAGES

Part I: Financial Information

     Item 1.  Financial Statements:

          Balance Sheets as of April 30, 2003
              and July 31, 2002                                          3

          Statements of Operations for the quarters
              and year-to-date periods ended April 30, 2003
              and April 30, 2002                                       4 - 5

          Statements of Cash Flows for the
              year-to-date periods ended April 30, 2003
              and April 30, 2002                                         6

          Notes to the Financial Statements                              7

     Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations      8 - 11

Part II: Other Information

     Item 6                                                             12

     Signature                                                          13




<PAGE>

<TABLE>
<CAPTION>

                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                                 BALANCE SHEETS

                                                                 (Unaudited)
                                                                   4/30/03              7/31/02
                                                                 ____________        ____________
<S>                                                              <C>                  <C>

                                     ASSETS
Current assets:
  Cash                                                           $     33,301        $    326,995
  Accounts receivable, net of allowance for
    doubtful accounts of $7,000 for 2002                               29,594              49,664
  Note receivable, net of allowance for
    doubtful accounts of $35,100                                       46,540              48,462
  Other receivables                                                       478                 478
  Prepaid expenses                                                      5,361              10,120
                                                                 ____________        ____________
            Total current assets                                      115,274             435,719
                                                                 ____________        ____________

Net property, plant and equipment                                     900,578             976,431

Noncurrent assets:
  Goodwill, net                                                       109,208             138,987
  Deferred tax asset                                                  235,689             245,644
                                                                 ____________        ____________
            Total noncurrent assets                                   344,897             384,631
                                                                 ____________        ____________

Total assets                                                     $  1,360,749        $  1,796,781
                                                                 ============        ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current maturities of long-term debt                           $     45,434        $     41,072
  Obligation under capital lease                                        4,322               4,235
  Accounts payable                                                     39,055              63,452
  Accrued expenses                                                     13,099              43,810
  Deferred rental income                                                1,842                   0
                                                                 ____________        ____________
            Total current liabilities                                 103,752             152,569
                                                                 ____________        ____________

Noncurrent liabilities:
  Long-term debt, less current maturities                             485,355             521,161
  Obligation under capital lease                                        4,045               7,337
  Deferred tax liability                                              235,689             245,644
                                                                 ____________        ____________
            Total noncurrent liabilities                              725,089             774,142
                                                                 ____________        ____________

            Total liabilities                                         828,841             926,711
                                                                 ____________        ____________

Stockholders' equity:
  Common stock, no par value, 3,000,000 shares
    authorized, 2,774 issued and outstanding (8,792 in 2002)        1,994,958           1,994,718
  Retained earnings (deficit)                                      (1,210,050)           (874,648)
  Treasury stock                                                       (3,000)                  0
    Accumulated other comprehensive income - unrealized
      loss on investment                                             (250,000)           (250,000)
                                                                 ____________        ____________

            Total stockholders' equity                                531,908             870,070
                                                                 ____________        ____________

            Total liabilities and stockholders' equity           $  1,360,749        $  1,796,781
                                                                 ============        ============

The accompanying notes are an integral part of the Consolidated Financial Statements.

</TABLE>


                                       3

<PAGE>

<TABLE>
<CAPTION>
                        LINCOLN INTERNATIONAL CORPORATION
                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                         FOR THE QUARTER ENDED APRIL 30
                                   (UNAUDITED)
                                                                   4/30/03             4/30/02
                                                                 ____________        ____________
<S>                                                              <C>                 <C>

Revenues                                                         $    155,084        $    331,716
                                                                 ____________        ____________

Costs and expenses:
  Cost of revenues                                                    215,989             220,152
  Operating, general and administrative expenses                      120,380             241,938
                                                                 ____________        ____________
            Total costs and expenses                                  336,369             462,090
                                                                 ____________        ____________
            Loss from operations                                     (181,285)           (130,374)
                                                                 ____________        ____________

Other income (expense):
  Interest income                                                         910               4,562
  Loss on uncollectible note receivable                                     0              (1,838)
  Interest expense                                                    (10,342)            (16,953)
                                                                 ____________        ____________

            Total other income (expense)                               (9,432)            (14,229)
                                                                 ____________        ____________

            Loss before income taxes                                 (190,717)           (144,603)

Benefit from income taxes                                                   0                   0
                                                                 ____________        ____________

            Net loss                                             $   (190,717)       $   (144,603)
                                                                 ============        ============

            Net loss per common share                            $     (47.49)       $     (16.45)
                                                                 ============        ============

The accompanying notes are an integral part of the Consolidated Financial Statements.

</TABLE>

                                       4

<PAGE>

<TABLE>
<CAPTION>

                        LINCOLN INTERNATIONAL CORPORATION
                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE NINE MONTHS ENDED APRIL 30
                                   (UNAUDITED)

                                                                   4/30/03             4/30/02
                                                                 ____________        ____________
<S>                                                              <C>                 <C>

Revenues                                                         $    831,044        $    976,336
                                                                 ____________        ____________

Costs and expenses:
  Cost of revenues                                                    656,271             712,642
  Operating, general and administrative expenses                      482,358             764,390
                                                                 ____________        ____________

            Total costs and expenses                                1,138,629           1,477,032
                                                                 ____________        ____________

            Loss from operations                                     (307,585)           (500,696)
                                                                 ____________        ____________

Other income (expense):
  Interest income                                                       3,429              22,658
  Loss on uncollectible note receivable                                     0              (5,871)
  Interest expense                                                    (31,243)            (43,467)
                                                                 ____________        ____________

            Total other income (expense)                              (27,814)            (26,680)
                                                                 ____________        ____________

            Loss before income taxes                                 (335,399)           (527,376)

Benefit from income taxes                                                   0                   0
                                                                 ____________        ____________

            Net loss                                             $   (335,399)       $   (527,376)
                                                                 ============        ============

            Net loss per common share                            $     (54.94)       $     (59.98)
                                                                 ============        ============

The accompanying notes are an integral part of the Consolidated Financial Statements.

</TABLE>

                                       5

<PAGE>

<TABLE>
<CAPTION>
                        LINCOLN INTERNATIONAL CORPORATION
                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                       FOR THE NINE MONTHS ENDED APRIL 30
                                   (Unaudited)

                                                                   4/30/03             4/30/02
                                                                 ____________        ____________
<S>                                                              <C>                 <C>
Cash flows from operating activities:
  Net loss                                                       $   (335,399)       $   (527,376)
  Adjustments to reconcile net loss
        to net cash used in operating activities
        Depreciation and amortization                                 105,629             144,128
        (Increase) decrease in:
          Receivables                                                  21,992             (16,661)
          Prepaid expenses                                              4,759               7,718
        Increase (decrease) in:
          Accounts payable                                            (24,397)            (76,921)
          Accrued expenses                                            (30,711)            (27,306)
          Income taxes payable                                              0             (18,433)
          Deferred rental income                                        1,842               1,842
                                                                 ____________        ____________

          Net cash used in operating activities                      (256,285)           (513,009)
                                                                 ____________        ____________


Cash flows from investing activities:
  Purchase of property and equipment                                        0             (15,820)
                                                                 ____________        ____________


Cash flows from financing activities:
  Proceeds from issuance of common stock                                  240                 600
  Purchase of treasury stock                                           (3,000)             (4,000)
  Principal payments on capital lease obligation                       (3,205)             (3,037)
  Principal payments on long-term debt                                (31,444)            (28,846)
                                                                 ____________        ____________

          Net cash used in financing activities                       (37,409)            (35,283)
                                                                 ____________        ____________

          Net decrease in cash                                       (293,694)           (564,112)

          Cash at beginning of the year                               326,995             974,897
                                                                 ____________        ____________

          Cash at end of period                                  $     33,301        $    410,785
                                                                 ============        ============
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest                       $     31,400        $     17,069
                                                                 ============        ============

The accompanying notes are an integral part of the Consolidated Financial Statements.

</TABLE>

                                       6

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - MANAGEMENT'S STATEMENT

In the opinion of management the  accompanying  unaudited  financial  statements
contain  all  adjustments  (all of which are  normal  and  recurring  in nature)
necessary  to present  fairly the  financial  position of Lincoln  International
Corporation  at April 30, 2003 and July 31,  2002 and the results of  operations
for the  quarters  and year to date  periods  ended April 30, 2003 and April 30,
2002. The notes to the financial  statements contained in the 2002 Annual Report
to Shareholders  and incorporated by reference into the 2002 Form 10-K should be
read in conjunction with these financial statements.


NOTE 2 - 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.



                                       7

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 APRIL 30, 2003

Management's  Discussion  and  Analysis of Financial  Conditions  and Results of
Operations

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

On May 4, 1998, the Board of Directors of the company approved, but put on hold,
an Intrastate  Stock  Offering aimed at raising a minimum of $400,000 to be used
for working capital and capital expenditures related to maintaining the property
for  operations  and at the same time,  developing  warehouses  or office rental
space on the perimeter of the property.  By the end of fiscal 1998,  the company
had been approached by Home of the Innocents, Inc., a not-for-profit health care
provider to special needs children,  with an expressed  interest in purchasing 5
to 7 acres of the site.  The company did not desire to break up the property and
thereby   diminish  its  value  and  the  company  had  serious  concerns  about
environmental  issues because of past uses of the property,  for example about 6
acres had been used as a railroad bed for many decades. Accordingly, the company
later proceeded with an Intrastate  Stock Offering which  culminated  January 4,
1999,  raising $597,000 in capital to be used for maintenance and  improvements,
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  purchased  approximately  44,311  square feet of  professional
office space in three (3) buildings  located at 2200,  2310, and 2211 Greene Way
in  Louisville,  Kentucky.  The combined  gross  revenue from the four pieces of
property had the potential to generate  gross revenue of $560,694 or $332,488 in
revenue net of expenses using historically provided expenses representing 37.77%
of gross income. This represented a cash flow larger than existed under

                                       8

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                 APRIL 30, 2003


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

The company received a One Million Dollar line of credit,  secured by a mortgage
against the property  located at 2200,  2300, and 2211 Greene Way to be used for
property  improvement,  working  capital  and  expenses  related to seeking  new
opportunities for the company. The acquisitions of commercial real estate by the
company resulted in a revenue stream and improved liquidity. They also represent
a capital  resource,  which if  subsequently  sold,  could result in the capital
gains from such sale being  totally  obviated  by the  company's  net  operating
losses.  It was  anticipated  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. On December
1, 2000,  Accounting  USA,  Inc.  merged into the  Company.  In exchange for the
minority  interest,  the Company issued 600 shares of the Company's common stock
to the minority interest.  Accounting USA, Inc. provides  accounting/bookkeeping
and payroll  services  for small to medium  sized  businesses  primarily  in the
Louisville  area. It does,  however,  service  clients outside of the Louisville
area  on a  limited  basis,  including  clients  in  Georgia,  Vermont,  and New
Hampshire.  Accounting USA, Inc. has developed and provides  Internet access for
its clients into its accounting platform. The business is not seasonal nor is it
dependant on any particular customers. Direct competition for the outsourcing of
the  accounting/payroll  business is in effect  non-existent  in the Louisville,
Kentucky area. Many small to medium sized businesses  employ in-house  personnel
to perform the  accounting/bookkeeping  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 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 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  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. Subsequently, the Company increased the
amount of investment in Accounting USA.

On August 16, 2002, the CEO for Accounting USA, Mr. Brian W. McDonald,  resigned
to pursue other  interests.  In prior 10Q's it was stated that the former CEO of
Accounting USA, did not have a non-compete  agreement to prohibit involvement in
a competitive manner. The Company has learned that Mr. McDonald did in fact have
a  non-compete   agreement  with  Accounting  USA,  Inc.  and  that  non-compete
agreement,  by its' terms,  survived  the merger of  Accounting  USA,  Inc.  and
Lincoln International  Corporation in December of 2000. The Company is currently
in  litigation  with  two  former  employees  of  Accounting  USA,  Inc.  and is
evaluating its' legal options and the effect of the non-compete  agreement.  The

                                       9

<PAGE>



                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                 APRIL 30, 2003


Company  immediately  began a  search  for  new  leadership  and the  operations
continued in a stable manner  because of the increased  effort of the management
team.  Approximately  one  month  after  Mr.  McDonald's  departure  one  of the
Company's Client Account  Specialists ("CAS") resigned and concurrently ten (10)
clients  left with  directions  they were  moving  their  business  to a company
established  by the  departing  CAS, Ms.  Suzanne  Luckett.  The Company filed a
lawsuit  in  October  2002,  and on March 7,  2003  filed a Motion  to Amend its
Complaint to include  another  former Client  Account  Specialist by the name of
Stephanie  Colin to be named as a  Defendant  in this  lawsuit.  The Company has
learned that Ms.  Colin is one of the owners of the company to which  Accounting
USA business moved  concurrent with Ms. Colin's  resignation.  Many of those who
left Accounting USA had been serviced by Ms. Colin and Ms. Luckett.  Depositions
of Ms.  Luckett and Ms. Colin have been  scheduled  for June 5, 2003,  and legal
counsel is requesting an October or November 2003 trial date.

In February 2003, the Company entered into an agreement with Mr. Ken Berryman to
serve as President and CEO of Accounting  USA. Mr.  Berryman's  primary  initial
functions will be on marketing efforts and/or service refinement and improvement
as well as implementing a cost reduction plan to get the Company on a break-even
basis.

The  Company  continues  to  evaluate  its  options  in regard to the  future of
Accounting  USA  and  believes  the  current  leadership  brings  a much  needed
marketing expertise and experience. The Company continues to add new clients and
management believes marketing opportunities exist that have not been effectively
explored.

At the  December  6,  2002  Shareholder  Annual  Meeting a one (1) for three (3)
Reverse  Split was approved by a majority of the  Shareholders.  On February 18,
2003,  the Reverse  Split  terminated,  and based upon  current  results,  it is
expected the total  number of shares  after the Reverse  Split will be 2,774 and
the total  number of  Shareholders  reduced  from 384 to 104. It is expected the
Company will have to pay out  approximately  $13,560 for the  fractional  shares
terminated by the Reverse Split.  Completion of the Reverse Split will allow the
Company to be in a position to "go  private" and save  approximately  $40,000 to
$45,000 per year in audit and legal fees.  Furthermore,  the Company is now in a
position to sell the "Public Shell" at some point in time and will begin efforts
to find a buyer for the Shell.  The company is  responding to an SEC request for
further information and when that is filed the reverse split will be completed.

On December 15, 2002, the Company sold its payroll business to Paychex, Inc. and
under that sales agreement the Company  received  $58,000 in January 2003 and is
expected to receive an  additional  $50,000 under the Purchase  Agreement.  This
business had previously been outsourced to Payday Solutions,  Inc. and under the
agreement,  Accounting  USA was receiving no income from the payroll  portion of
the services  provided with the revenue simply flowing  through  Accounting USA.
The winter months of October,  November and December traditionally have not been
good sales months for the accounting  services provided by Accounting USA. It is
expected that during the spring of 2003 the sales and revenue will increase. The
Company is currently evaluating, as well as implementing,  further costs savings
in regard to its sales efforts and expect the results of that to manifest itself
in the next quarter.

RESULTS OF OPERATIONS FOR ACCOUNTING USA, INC.

STATEMENT OF INCOME FOR ACCOUNTING USA, INC.

Total  revenue  decreased  by  $176,632  for the  quarter  ended  April 30, 2003
compared to the same quarter one year ago. The primary  factor in this  decrease
was the departure of two Client Account  Specialists who took clients with them.
The  Company's  sales  force  remains in place and it is expected  revenue  will
increase  approximately  $3,000 monthly or $36,000 in annual revenue posted each
month.  Accounting  department cost decreases reflect the loss of Client Account
Specialists ("CAS") having left in conjunction with lost business.


                                       10

<PAGE>



                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                 APRIL 30, 2003


BALANCE SHEET FOR ACCOUNTING USA, INC.

The company's accounts  receivable (net of reserve) decreased by 72%, based upon
open  receivables at April 30, 2002 of $106,276  compared to open receivables of
$29,594 at April 30, 2003. The decrease is  attributable  to the loss of clients
to the departing Client Account Specialists.

Gross  tangible  fixed assets  decreased  from their April 30, 2002  position of
$180,038  to the April 30, 2003  position of $86,369,  or a decrease of $93,669,
primarily  from  depreciation.  The  company  is  not  anticipating  making  any
significant expenditures in the near future for fixed assets.

The company is currently  amortizing an intangible asset referred to as Goodwill
associated with the  acquisition of a competitor's  client base. As of April 30,
2003,  the  gross   intangible   asset  basis  was  $125,322  with   accumulated
amortization of $59,514., As of April 30, 2002, the gross intangible asset basis
was $125,322 with accumulated amortization of $36,610.

Trade accounts payables decreased from their April 30, 2002 position of $174,872
to their April 30, 2003 position of $168,555.

Term debt of the company decreased from the prior year, with $52,869 and $83,803
outstanding for the periods of April 30, 2003 and 2002, respectively.

ACQUISITION OR DISPOSITION OF ASSETS

The Company  currently  has  property  located at 2211  Greene Way,  Louisville,
Kentucky listed for sale for $1,375,000. In December, a new three-year lease was
executed with the tenant  occupying most of the building with a $4,000  decrease
in monthly rent over the life of the lease, but it is expected that securing the
long-term  tenant will result in a relatively  quick sale of the  property.  The
company is moving,  the first week of June,  2003, its operations in 2211 Greene
Way under a three (3) year lease to not only save rent but also to help sell the
building.

LIQUIDITY AND CAPITAL NEEDS

The company currently has approximately  $27,000 in cash,  expects to receive an
additional $50,000 from the sale of its payroll business and expects to sell the
above real estate to have available the liquidity  needed.  With Accounting USA,
Inc.  losses expected to stop in May of 2003,  sufficient  liquidity and capital
are  available  for  operations.  Nevertheless,  the company is  applying  for a
$100,000 line of credit with Commonwealth Bank & Trust to be secured by a second
mortgage on 2211 Greene Way.

LITIGATION

The Company has no  litigation  current,  pending or  threatened.  It did file a
lawsuit  in October  of 2002  against a former  employee,  Suzanne  Luckett,  in
relation to former  Accounting USA, Inc.  clients moving to a company she formed
and is  servicing.  In March  2003,  the  Company  filed a Motion  to Amend  its
Complaint to include as an additional  Defendant,  Ms. Stephanie  Colin,  also a
former employee and a principal in the Company that has received several clients
who were  serviced by Ms.  Luckett  and Ms.  Colin when they were  employees  of
Accounting USA, Inc. Discovery in the case begins June 5, 2003 and other parties
may be joined.


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<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                           PART II: Other Information


ITEM 6.

NO DIVIDENDS WERE PAID BY THE COMPANY DURING THE INTERIM PERIOD.

Lincoln International  Corporation was not required to file a Form 8K during the
current quarter.




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<PAGE>


                                   SIGNATURES


Pursuant  to the  requirement  of the  Securities  Exchange  Act  of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                        LINCOLN INTERNATONAL CORPORATION



                        /s/ LEE SISNEY
                        __________________________________
                            Lee Sisney, President




Dated this 11th day of June, 2003




                                       13

<PAGE>


                                 CERTIFICATION


1.       I have reviewed this quarterly report on Form 10-Q of Lincoln
         International Corporation;

2.       Based on my  knowledge,  this  quarterly  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 quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present 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 quarterly 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
         we have:

     a)  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  quarterly
         report is being prepared;

     b)  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 quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   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  registrant's  board  of  directors  (or  persons
         performing the equivalent function):

     a)  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

     b)  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 quarterly 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.



     Date: June 11, 2003



     /s/ LEE SISNEY
     _________________
     Lee Sisney
     President and CFO

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