FORM 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
       FOR THE QUARTER ENDED JANUARY 31, 2004 COMMISSION FILE NO. 0-05767

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


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


          2211 Greene Way
          Louisville, Kentucky                       40220
----------------------------------------           ----------
(Address or principal executive offices)           (Zip Code)

       (Registrants Telephone Number, Including Area Code) (502) 992-9060

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 [  ] NO [X]

Indicate by check whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X] Indicate the numbers of shares
outstanding of each of the issuer's classes of common stock, as of the close of
the period covered by this report: 2,609 shares of the (no-par) voting common
stock.


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<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                                      INDEX


                                                                       PAGE(S)

Part I: Financial Information

     Item 1.  Financial Statements:

          Balance Sheets as of January 31, 2004
              and July 31, 2003                                           3

          Statements of Operations for the three months
              ended January 31, 2004 and January 31, 2003                 4

          Statements of Operations for the six months
              ended January 31, 2004 and January 31, 2003                 5

          Statements of Cash Flows for the six months
              ended January 31, 2004 and January 31, 2003                 6

          Notes to the Financial Statements                               7

     Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations         10

     Item 4.  Controls and Procedures                                    13

Part II: Other Information

     Item 1.  Legal Proceeding                                           14

     Item 6.  Exhibits and Reports on Form 8-K                           14

     Signature                                                           14


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

                                                 (Unaudited)
                                                    1/31/04           7/31/03
                                                 ----------        ----------

                                     ASSETS
Current assets:
  Cash                                       $      455,848      $     21,944
  Accounts receivable, net of allowance for
    doubtful accounts of $0 ($2,418 on 7/31/03)         -              10,950
  Note receivable, net of allowance for
    doubtful accounts of $0 ($72,062 on 7/31/03)        -               8,000
  Other receivables                                     -              56,298
  Prepaid expenses and other current assets             -               7,476
                                              -------------      ------------
            Total current assets                    455,848           104,668

Property and equipment, net                             -              88,838

Assets held for sale                                    -             814,454

Marketable securities                                12,804            12,029

Other assets                                          1,637               -
                                             --------------     -------------
Total assets                                 $      470,289     $   1,019,989
                                             ==============     =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                           $       36,186     $      47,977
  Accrued expenses                                   19,239            84,810
  Accrued income taxes                                9,000               -
  Discontinued operations                            12,393               -
  Obligation under capital lease                        -               4,461
  Line of credit                                        -              47,500
  Note payable                                          -              52,819
  Current maturities of long-term debt                  -              11,702
                                             --------------     -------------
            Total current liabilities                76,818           249,269

Noncurrent liabilities:
  Long-term debt, less current maturities               -             463,394
  Obligation under capital lease                        -               2,876
                                             --------------      ------------
            Total noncurrent liabilities                -             466,270

            Total liabilities                        76,818           715,539
                                             --------------      ------------

Stockholders' equity:
  Common stock, no par value, 1,000,000 shares
    authorized, 2,609 issued and outstanding
    (2,775 on 7/31/03)                            1,918,263         1,977,798
  Accumulated deficit                            (1,530,770)
(1,678,551)
  Accumulated other comprehensive income              5,978             5,203
                                             --------------     -------------

            Total stockholders' equity              393,471           304,450
                                             --------------     -------------
            Total liabilities and
               stockholders' equity          $      470,289     $   1,019,989
                                             ==============     =============

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


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                        LINCOLN INTERNATIONAL CORPORATION
                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                            STATEMENTS OF OPERATIONS
                      FOR THE THREE MONTHS ENDED JANUARY 31
                                   (UNAUDITED)

                                                                    (Restated)
                                                   1/31/04            1/31/03
                                             -------------      -------------

Revenues                                     $         -        $         -
                                             -------------      -------------

Costs and expenses:
  Cost of revenues                                     -                  -
  Selling, general and administrative expenses      17,991              4,152
                                             -------------      -------------
            Total costs and expenses                17,991              4,152
                                             -------------      -------------
            Loss from operations                   (17,991)            (4,152)
                                             -------------      -------------

Other income (expense):
  Interest income (expense), net                     1,537             (9,586)
                                             -------------      -------------
            Total other income (expense)             1,537             (9,586)
                                             -------------      -------------
            Net loss from continuing
                 operations                        (16,454)           (13,738)

Discontinued operations (Note D):
  Loss from discontinued operations                (49,567)              (305)

  Income tax expense                                 3,000                -
                                             -------------      -------------
  Net loss from discontinued operations            (52,567)              (305)

            Net loss                         $     (69,021)     $     (14,043)
                                             =============      =============

Per Common Share:

  Net loss from continuing operations        $       (6.31)     $       (4.69)

  Net loss from discontinued operations             (20.15)             (0.10)
                                             -------------      -------------
            Net loss                         $      (26.46)      $      (4.79)
                                            ==============      =============

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


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                        LINCOLN INTERNATIONAL CORPORATION
                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                            STATEMENTS OF OPERATIONS
                       FOR THE SIX MONTHS ENDED JANUARY 31
                                   (UNAUDITED)

                                                                    (Restated)
                                                   1/31/04            1/31/03
                                             -------------      -------------

Revenues                                     $         -        $         -
                                             -------------      -------------

Costs and expenses:
  Cost of revenues                                     -                  -
  Selling, general and administrative expenses      40,300             27,039
                                             -------------      -------------
            Total costs and expenses                40,300             27,039
                                             -------------      -------------
            Loss from operations                   (40,300)           (27,039)
                                             -------------      -------------

Other income (expense):
  Interest expense, net                             (1,318)           (18,383)
  Gain on surrender of common stock                 72,000                -
                                             -------------      -------------
            Total other income (expense)            70,682            (18,383)
                                             -------------      -------------
            Net income (loss) from
               continuing operations                30,382            (45,422)

Discontinued operations (Note D):
  Loss from discontinued operations               (150,853)           (79,408)
  Gain on sale of property & equipment, net        367,633                -
                                             -------------      -------------
                                                   216,780            (79,408)

  Income tax expense                                 9,000                -
                                             -------------      -------------
  Net income (loss) from discontinued
     operations                                    207,780            (79,408)

            Net income (loss)                $     238,162      $    (124,830)
                                             =============      =============

Per Common Share:

  Net income (loss) from continuing
     operations                              $       11.35      $      (15.50)

  Net income (loss) from discontinued
     operations                                      77.62             (27.09)
                                             -------------      -------------
            Net income (loss)                $       88.97      $      (42.59)
                                             =============      =============

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


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                        LINCOLN INTERNATIONAL CORPORATION
                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                             STATEMENTS OF CASH FLOW
                       FOR THE SIX MONTHS ENDED JANUARY 31
                                   (Unaudited)
                                                                   (Restated)
                                                 1/31/04             1/31/03
                                            ------------        ------------
Cash flows from operating activities:
  Net income (loss)                         $    238,162       $    (124,830)
  Adjustments to reconcile net income (loss)
        to net cash used in operating activities:
        Depreciation and amortization                -                50,565
        Bad debt expense                             -                11,065
        Gain on the disposal of assets          (367,633)                -
        Gain on the surrender of common stock    (72,000)                -
        (Increase) decrease in:
          Receivables                             75,248             (75,937)
          Prepaid expenses and other current       5,839              (1,150)
        Increase (decrease) in:
          Accounts payable                       (11,791)              6,849
          Accrued expenses                       (65,571)            (40,576)
          Accrued income taxes                     9,000                 -
          Discontinued operations                 12,393                 -
                                            ------------       -------------
          Net cash used in
               operating activities             (176,353)           (174,014)
                                            ------------       -------------

Cash flows from investing activities:
  Purchase of property and equipment             (11,308)                -
  Net proceeds from the sale of property       1,182,090                 -
  Disposal of property & equipment               100,142                 -
                                            ------------       -------------
          Net cash provided by
               investing activities            1,270,924                 -
                                            ------------       -------------

Cash flows from financing activities:
  Issuance of Common Stock, net                   12,465                 -
  Dividend distribution                          (90,380)                -
  Net payment on line of credit                  (47,500)                -
  Principal payments on capital lease obligation  (7,337)             (2,077)
  Principal payments on note payable             (52,819)                -
  Principal payments on long-term debt          (475,096)            (20,611)
                                            ------------        ------------
          Net cash used in
               financing activities             (660,667)            (22,688)
                                            ------------        ------------
          Net increase (decrease) in cash        433,904            (196,702)

          Cash at beginning of the year           21,944             326,995
                                            ------------        ------------
          Cash at end of period             $    455,848        $    130,293
                                            ============        ============
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest  $      3,184        $     20,928
                                            ============        ============

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


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<PAGE>

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


NOTE A - 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 January 31, 2004 and July 31, 2003 and the results of operations
for the three and six months ended January 31, 2004 and January 31, 2003. The
notes to the financial statements contained in the 2003 Form 10-K should be read
in conjunction with these financial statements.

NOTE B - CRITICAL ACCOUNTING POLICIES

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

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

NOTE C - RESTATEMENT

The financial statements for the three and six months ended January 31, 2003
have been restated to eliminate amortization expense of $9,926 and $19,852,
respectively, to comply with the Company's adoption of SFAS No. 142, "Goodwill
and Other Intangible Assets" which was made effective for the Company as of
August 1, 2002. The effect of these adjustments increased net income in these
periods by $9,926 and $19,852, respectively.

NOTE D - DISCONTINUED OPERATIONS

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


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<PAGE>

With this sale, the Company has discontinued operations in its Rental Property
division. The Company recorded a loss of $53,868 representing the costs to
settle obligations related to this operation of which $12,393 remains an accrued
liability as of January 31, 2004.

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

Pretax results of discontinued operations by business segment are as follows:

                                                       2Q04             YTD
                                                       ----             ---
Segment:

Rental Property division:
  Loss from operations                             $   (1,237)     $  (53,868)
  Gain of sale of property & equipment                    -           367,633
                                                   ----------      ----------
                                                      (1,237)         313,765
Accounting USA division:
  Loss from operations                                (48,330)        (96,985)

Combined:
  Loss from operations                                (49,567)       (150,853)
  Gain of sale of property & equipment                      -         367,633
                                                   ----------      ----------
                                                   $  (49,567)     $  216,780
                                                   ==========      ==========

NOTE E - INCOME TAXES

At July 31, 2003, the Company had approximately $1.7 million of federal net
operating loss carryforwards available to offset future federal and state
taxable income. However, local tax statutes do not allow for the use of net
operating loss carryforwards resulting in an income tax liability in periods
with taxable income. Accordingly, the Company has accrued a $9,000 liability for
estimated income taxes as of January 31, 2004.

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


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<PAGE>

NOTE F - NOTE RECEIVABLE

On August 8, 2003, the Company sold the remaining collateral securing its Note
Receivable for $8,000. The collateral was sold "as-is", without recourse, and
with indemnification by the purchaser in regard to any and all claims arising
including manufacturing defects. As of July 31, 2003, the Company had provided
for an allowance for doubtful accounts totaling $72,062 against the gross asset
balance of $80,062. No further expense was recorded at the time of the sale.

NOTE G - OTHER RECEIVABLE

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

NOTE H - LITIGATION SETTLEMENT

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

NOTE I - LINE OF CREDIT

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

NOTE J - SUBSEQUENT EVENTS

On April 28, 2004, the Company made a loan of $30,000 to AUSA, Inc. for general
corporate purposes. The loan is unsecured, bears an annual interest rate of
5.0%, and is payable on demand. On July 7, 2004, Lincoln released AUSA, Inc.
from its obligation to repay this debt resulting in a write-off of $30,000 in
principal and $292 in accrued interest. The Company has no commitments to make
additional loans or advances to AUSA, Inc. in the future.

On June 29, 2004, Lincoln International Corporation received notice that Mr.
Thurman L. Sisney, its President, Treasurer and Chief Executive Officer, was
resigning, effective immediately. Mr. Sisney also resigned from the Board of
Directors. No reason was given for Mr. Sisney's resignations. The Board of
Directors has elected Richard Frockt, Chairman of the Board & Secretary, to the
additional position of President. Further, Kenneth Berryman, acting President of
AUSA, Inc., was elected Treasurer.

In October 2003, certain shareholders representing 77% of the then-issued and
outstanding capital stock in the Company, entered into an agreement with a
third-party to acquire all of their shares subsequent to the removal of all
assets, liabilities, contracts and operations from the Company. This agreement
was terminated in July 2004.


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<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION

                                     ITEM 2:
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Lincoln International Corporation ("Lincoln" or the "Company"), is a Kentucky
corporation that was incorporated in 1960. During the reporting period, the
Company was engaged in providing bookkeeping services to small and medium sized
businesses primarily in Louisville, Kentucky through its Accounting USA
division, and the rental of commercial office property located in Louisville,
Kentucky through its Rental Property division. In the first fiscal quarter ended
October 31, 2003, Lincoln sold its last rental property and discontinued
operations of the Rental Property division. On January 30, 2004, Lincoln
distributed to its stockholders its operating company, AUSA, Inc., containing
its bookkeeping business and no longer has any operations.

ACCOUNTING USA

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


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<PAGE>

REAL ESTATE OPERATIONS

During recent years the Company has been involved in the business of owning and
leasing commercial real estate. In recent years, the Company has owned
properties located at 2200, 2300, and 2211 Greene Way, and 11860 Capital Way in
Louisville, Kentucky. However, during the first fiscal quarter of 2004, the
Company liquidated its real estate portfolio and discontinued these operations.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JANUARY 31, 2004 COMPARED TO THE THREE MONTHS ENDED JANUARY
31, 2003

As of January 31, 2004, the Company has no operating activity other than
corporate administration. These costs totaled $17,991 in the current quarter
compared with $4,152 in the prior year quarter and consisted primarily of
professional fees. The increase in fees in the current quarter resulted from the
spin-off of the AUSA, Inc. subsidiary and the winding-down of operations. The
Company earned $1,537 in interest income in the quarter compared with $9,586 of
interest expense a year ago as proceeds from the sale of rental property in the
first fiscal quarter were used to pay off corporate debts and increase cash and
money market investments.

On January 30, 2004, the Company completed the distribution of the Accounting
USA division to its shareholders as a non-cash dividend (see Note D). During the
current quarter, the Company recognized a loss from discontinued operations,
predominantly from the Accounting USA division, of $49,567 compared with a loss
of $305 a year ago. The year-ago period includes income of $45,379 from the sale
of the Company's payroll services operation.

The Company's net loss increased $54,978 to $69,021 compared with a net loss of
$14,043 a year ago.

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

SIX MONTHS ENDED JANUARY 31, 2004 COMPARED TO THE SIX MONTHS ENDED JANUARY 31,
2003

As of January 31, 2004, the Company has no operating activity other than
corporate administration. These costs totaled $40,300 in the year-to-date period
compared with $27,039 in the prior year period and consisted primarily of
professional fees and corporate taxes. The increase in fees in the current
period resulted from the spin-off of the AUSA, Inc. subsidiary and the
winding-down of operations. The Company incurred $1,318 in net interest expense
in the first six months of fiscal 2004 compared with $18,383 of interest expense
a year ago as proceeds from the sale of rental property in the first fiscal
quarter were used to pay off corporate debts and increase cash and money market
investments. Other income consisted of a $72,000 gain on the surrender of common
stock under a litigation settlement agreement (see Note H). Net income from
continuing operations increased $75,804 to $30,382 compared with a loss of
$45,422 a year ago.

On January 30, 2004, the Company completed the distribution of the Accounting
USA division to its shareholders as a non-cash dividend (see Note D). During the
current period, the Company incurred a loss of $150,853 from discontinued
operations including losses of a $96,985 in the Accounting USA division and
$53,868 in the Rental Property division. This compares with a loss of $79,408 a
year ago. The year-ago period includes income of $45,379 from the sale of the
Company's payroll operation. The operating loss from discontinued operations was
offset by a $367,633 gain on the sale of rental property resulting in income
from discontinued operations of $216,780 for the first six months of fiscal


                                       11

<PAGE>

2004. The company has accrued $9,000 for local income taxes that are not subject
to net operating loss carryforwards resulting in net income from discontinued
operations of $207,780.

The Company's net income increased $362,992 to $238,162 in the first six months
of fiscal 2004 compared to a loss of $124,830 a year ago.

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

LIQUIDITY AND CAPITAL RESOURCES

Cash increased $433,904 to $455,848 during the six months ended January 31,
2004, primarily due to the net cash proceeds from the sale of the Company's sole
remaining rental property in the Company's first fiscal quarter. The sale of the
real estate property was completed on August 22, 2003 resulting in the repayment
of $543,150 in mortgage debt and receipt of $637,664 in net cash at settlement.
With the disposition in January 2004 of its Accounting USA operations, the
Company has no material ongoing capital or liquidity commitments.

ACQUISITION OR DISPOSITION OF ASSETS

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

On August 22, 2003 the Company sold commercial property located at 2211 Greene
Way for $1,260,000. The Company received a written opinion from Walter Wagner,
Jr. Co., the real estate Company listing the property, concerning the
reasonableness of the sale and the "soft market" for commercial real estate in
the Louisville area, and particularly in the area of this commercial property.
As part of that transaction the Company paid off a $485,551 first mortgage and a
$57,599 second mortgage with Commonwealth Bank & Trust Co., Louisville, KY.
After closing fees and other adjustments, the Company recorded $637,664 in net
cash.

On January 30, 2004, the Company transferred substantially all of its operating
assets to its wholly-owned subsidiary, AUSA, Inc. Thereafter, the Company
declared a distributive dividend to its stockholders of record on January 30,
2004 of all the shares of common stock of AUSA, Inc. so that each stockholder of
the Company will receive a share of AUSA, Inc. common stock for each share of
common stock of the Company owned by such stockholder on January 30, 2004.


                                       12

<PAGE>

Excluded from the assets transferred by the Company to AUSA, Inc. were cash and
deposit account balances of approximately $450,000, which funds have been
retained by the Company as well as liabilities estimated to be approximately
$33,000.


                         ITEM 4: CONTROLS AND PROCEDURES

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

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING. There has not been any
change in the Company's internal controls over financial reporting that occurred
during the period covered by this Quarterly Report on Form 10-K that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


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<PAGE>



                        LINCOLN INTERNATIONAL CORPORATION
                           PART II: OTHER INFORMATION

                            ITEM 1. LEGAL PROCEEDINGS

As of July 14, 2004, the Company has no litigation current, pending or
threatened against it. The Company has settled a lawsuit that was filed in
October of 2002 that included alleged violations of a non-compete agreement and
various other claims against former employees. The suit was settled on October
17, 2003 with Mr. & Mrs. Brian W. McDonald returning 200 shares (approximately
7.2% of the Company's issued and outstanding stock) as part of the settlement as
well as an extension of the Non-Compete Agreement with Mr. McDonald for an
additional year through 2005 as well as barring Accounting Advantage, the
Company established by former Accounting USA division employees, from soliciting
or receiving former or current customers of the Company.

                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBIT INDEX

EXHIBIT NO.        DESCRIPTION

16.1               Letter from Moore Stephens Potter, LLP regarding change in
                   Certifying Accountant(1)

31.1               Certification of Chief Executive Officer Pursuant to Rule
                   13a-14(a) or 15d-14(a).
31.2               Certification of Chief Financial Officer Pursuant to Rule
                   13a-14(a) or 15d-14(a).
32                 Certification of Chief Executive/Financial Officer Pursuant
                   to Section 906 of the Sarbanes-Oxley Act.

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





                                    SIGNATURE

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/ RICHARD FROCKT
                                         ---------------------------------
                                         Name:  Richard Frockt
                                         Title:  President
                                         Date:  July 14, 2004

--------
1 Incorporated by reference to designated exhibit to the Company's Annual Report
for the fiscal year ending July 31, 2003 filed on Form 10-K filed with the
Securities and Exchange Commission filed on April 7, 2004 (File No. 000- 05767).


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