Form 10-Q/A

                        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 January 31, 2001                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, Suite 201                                        40220
Louisville, Kentucky                                            (Zip Code)
(Address or principal executive offices)

(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: 8,787 of the
(no-par) voting common stock.


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION

                                      INDEX

                                                                      PAGES

Part I: Financial Information

     Item 1.  Financial Statements:

          Consolidated Balance Sheets as of January 31, 2001
              and July 31, 2000                                         3

          Consolidated Statements of Operations for the quarters
              ended January 31, 2001 and January 31, 2000               4

          Consolidated Statements of Operations for the
              year-to-date periods ended January 31, 2001
              and January 31, 2000                                      5

          Consolidated Statements of Cash Flows for the
              year-to-date periods ended January 31, 2001
              and January 31, 2000                                    6 - 7

          Notes to the Consolidated Financial Statements              8 - 9

     Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations     10 - 15

Part II: Other Information

     Item 6                                                            16

     Signature                                                         17


<PAGE>

<TABLE>
<CAPTION>



                        LINCOLN INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS


                                                                  (Unaudited)
                                                                    1/31/01               7/31/00
                                                                   ----------           ----------
<S>                                                                <C>                  <C>

                                     ASSETS
Current assets:
   Cash                                                            $  463,016           $   86,802
   Accounts receivable                                                 63,893               55,348
   Note receivable                                                     89,258               38,023
   Other receivables                                                  257,930                6,627
   Prepaid expenses                                                    43,649               50,819
                                                                   ----------           ----------
             Total current assets                                     917,746              237,619
                                                                   ----------           ----------
Net property, plant and equipment                                   2,122,406            3,091,224
                                                                   ----------           ----------
Noncurrent assets:
   Investment in Winebrenner Capital Partners, LLC                    250,000                    0
   Goodwill, net                                                      198,050                    0
   Deferred tax asset                                                 512,128              457,506
                                                                   ----------           ----------
             Total noncurrent assets                                  960,178              457,506
                                                                   ----------           ----------
Total assets                                                       $4,000,330           $3,786,349
                                                                   ==========           ==========

                               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Line of credit                                                  $        0           $  500,000
   Current maturities of long-term debt                                45,869               29,640
   Obligation under capital lease                                       3,248                3,048
   Accounts payable                                                    70,917               78,592
   Accrued expenses                                                    66,511               47,995
                                                                   ----------           ----------
             Total current liabilities                                186,545              659,275
                                                                   ----------           ----------

Noncurrent liabilities:
   Long-term debt, less current maturities                          1,040,174               70,784
   Obligation under capital lease                                      12,233               14,727
   Deferred tax liability                                             534,217              786,517
                                                                   ----------           ----------
             Total noncurrent liabilities                           1,586,624              872,028
                                                                   ----------           ----------
             Total liabilities                                      1,773,169            1,531,303
                                                                   ----------           ----------


Stockholders' equity
   Common stock, no par value, 3,000,000 shares
     authorized, 8,787 issued and outstanding
     (7,972 at 07/31/00)                                            1,993,998            1,879,898
   Retained earnings                                                  233,163              375,148
                                                                   ----------           ----------
             Total stockholders' equity                             2,227,161            2,255,046
                                                                   ----------           ----------
             Total liabilities and stockholders' equity            $4,000,330           $3,786,349
                                                                   ==========           ==========


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


                                        3

</TABLE>


<PAGE>


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

                                                       1/31/01        1/31/00
                                                      ---------      ---------

Revenues                                              $ 284,141      $ 189,434
                                                      ---------      ---------

Costs and expenses:
   Cost of revenues                                     120,734         98,806
   Operating, general and administrative expenses       399,648        305,857
                                                      ---------      ---------
              Total costs and expenses                  520,382        404,663
                                                      ---------      ---------
              Loss from operations                     (236,241)      (215,229)
                                                      ---------      ---------
Other income (expense):
   Gain on sale of property                              95,325              0
   Interest income                                       16,680              0
   Miscellaneous                                              0         (2,975)
   Interest expense                                     (30,751)        (4,554)
                                                      ---------      ---------
              Total other income (expense)               81,254         (7,529)
                                                      ---------      ---------
              Income (loss) before income taxes        (154,987)      (222,758)

Benefit from income taxes                              (195,000)       (17,498)
                                                      ---------      ---------
              Net income (loss)                       $  40,013      $(205,260)
                                                      =========      =========
              Net income (loss) per common share      $    4.55      $  (25.75)
                                                      =========      =========


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


                                        4


<PAGE>


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

                                                        1/31/01        1/31/00
                                                      ----------      ---------

Revenues                                              $  509,123      $ 306,608
                                                      ----------      ---------


Costs and expenses:
   Cost of revenues                                      467,521        190,377
   Operating, general and administrative expenses        557,391        419,197
                                                      ----------      ---------
              Total costs and expenses                 1,024,912        609,574
                                                      ----------      ---------
              Loss from operations                      (515,789)      (302,966)
                                                      ----------      ---------
Other income (expense):
   Gain on sale of property                               95,325              0
   Interest income                                        16,680              0
   Miscellaneous                                               0            335
   Interest expense                                      (45,387)           (55)
                                                      ----------      ---------
              Total other income (expense)                66,618            280
                                                      ----------      ---------
              Loss before income taxes                  (449,171)      (302,686)

Benefit from income taxes                               (307,186)       (38,540)
                                                      ----------      ---------
              Net loss                                $ (141,985)     $(264,146)
                                                      ==========      =========
              Net loss per common share               $   (16.16)     $  (33.13)
                                                      ==========      =========

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

                                        5


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                     FOR THE SIX MONTHS ENDED TO JANUARY 31
                                   (Unaudited)


                                                       1/31/01         1/31/00
                                                     ----------      -----------
Cash flows from operating activities:
   Net income (loss)                                 $ (141,985)     $ (264,146)
   Adjustments to reconcile net income
        to net cash used in operating activities
        Depreciation                                     75,374          48,347
        Stock issued                                      2,100               0
        Amortization                                      8,950               0
        Gain on sale of property                         95,325               0
        Deferred taxes                                 (306,922)              0
        (Increase) decrease in:
           Accounts receivable                           (8,545)              0
           Other receivables                           (302,538)        (42,605)
           Prepaid expenses                               7,170         (73,320)
        Increase (decrease) in:
           Accounts payable                              (7,675)         25,426
           Accrued expenses                              18,516         (44,980)
                                                     ----------      -----------
        Net cash used in operating activities          (560,230)       (351,278)
                                                     ----------      -----------

Cash flows from investing activities:
   Purchase of property and equipment                    (6,505)       (176,904)
   Proceeds from sale of property and equipment         809,624               0
   Purchase of Vena Marks & Associates, LLC            (100,000)              0
   Purchase of Investment in Winebrenner Capital
      Partners, LLC                                    (250,000)              0
                                                     ----------      -----------
        Net cash provided by (used in) investing
           activities                                   453,119        (176,904)
                                                     ----------      -----------

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

                                        6


<PAGE>


                                                         2001           2000
                                                      ----------     ---------
Cash flows from financing activities:
   Net borrowings under
      line of credit                                     500,000       300,000
   Principal payments on capital lease obligation         (2,294)            0
   Principal payments on long-term debt                  (14,381)      (28,440)
                                                      ----------     ---------
        Net cash provided by financing activities        483,325       271,560
                                                      ----------     ---------
        Net increase (decrease) in cash                  376,214      (256,622)

        Cash at beginning of the year                     86,802       405,984
                                                      ----------     ---------
        Cash at end of period                         $  463,016     $ 149,362
                                                      ==========     =========
Supplemental disclosure of cash flow information:
   Cash paid during the period for interest           $   45,387     $       0
                                                      ==========     =========
   Acquistion of Vena Marks & Associates, LLC
        Assets acquired:
           Property and equipment                     $    5,000     $       0
           Goodwill                                      123,000             0
                                                      ----------     ---------
                                                      $  128,000     $
                                                      ==========     =========
        Payment for assets acquired
           Cash paid at closing                       $  100,000     $       0
           Stock issued                                   28,000             0
                                                      ----------     ---------
                                                      $  128,000     $       0
                                                      ==========     =========
   Acquistion of Minority Interest
        Assets acquired:
           Goodwill                                   $   84,000     $       0
                                                      ==========     =========
        Payment for assets acquired
           Stock issued                               $   84,000     $       0
                                                      ==========     =========
Supplemental schedule of noncash financing activities:

        Debt paid by refinancing                      $1,000,000     $       0
                                                      ==========     =========

                                        7

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED 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 January 31, 2001 and July 31, 2000 and the results of operations
for the quarters and year to date periods ended January 31, 2001 and January 31,
2000. The notes to the consolidated  financial  statements contained in the 2000
Annual Report to Shareholders  and  incorporated by reference into the 2000 Form
10-K should be read in conjunction with these consolidated financial statements.

NOTE 2 - LONG TERM DEBT

In January 2001,  the existing line of credit was converted to a term note.  The
note is due to a local bank and is  collateralized  by a first  mortgage  on the
real property of the Company.  The note requires monthly  principal and interest
payments  of $8,902.  The note bears  interest  at 8.73% and matures in February
2021.

The  following  is a schedule  of future  maturities  on the note  payable as of
January 31, 2001:

          Period ended January 31:
                     2002                      $    17,595
                     2003                           20,719
                     2004                           22,628
                     2005                           24,470
                     2006                           26,970
                     Later                         887,618
                                               -----------
                       Total                   $ 1,000,000
                                               ===========

NOTE 3 - PURCHASE OF MINORITY INTEREST

On December 1, 2000,  Lincoln  International  Corporation merged with Accounting
USA, Inc., of which Lincoln International Corporation owned 75%. In exchange for
the  remaining  25%,  the  minority  interest  was given 600  shares of  Lincoln
International Corporation common stock valued at $84,000.

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 over
that period.


                                       8


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 4 - ACQUISITION OF VENA MARKS & ASSOCIATES, LLC

Effective  November 1, 2000,  the Company  acquired  some assets of Vena Marks &
Associates,  LLC. The Company  paid  $100,000 to the former owner 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 from the purchased  corporation are recorded
by the Company at their fair value.  The excess  amount paid over the fair value
of Vena  Marks &  Associates,  LLC's net  assets  was  $123,000,  which has been
reflected in the balance sheet as goodwill.  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 over that period.

Proforma  financial  information  as though the companies had been combined from
beginning of periods:

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

    Revenue                                        $ 632,038       $ 411,114
                                                   =========       =========

    Income (loss) before extraordinary items        (166,445)       (229,182)
                                                   =========       =========

    Income (loss) before extraordinary items
      per share                                    $  (18.94)      $  (28.75)
                                                   =========       =========

    Net income (loss)                              $(166,445)      $(229,182)
                                                   =========       =========

    Net income (loss) per share                    $  (18.94)      $  (28.75)
                                                   =========       =========


                                        9


<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                JANUARY 31, 2001


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

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

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


                                       10


<PAGE>


                       LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                JANUARY 31, 2001


         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, 2300, and 2211
Greene Way in  Louisville,  Kentucky.  The combined  gross revenue from the four
pieces of property had the  potential to generate  gross  revenue of $560,694 or
$332,488  in  revenue  net of  expenses  using  historically  provided  expenses
representing  37.77% of gross income.  This  represented a cash flow larger than
existed under leasing the livestock  auction  business and more than adequate to
meet existing obligations and long term obligations,  given the company had only
one (1) employee and, at that time, no debt.

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

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

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

         On August  6,  1999 the Board of  Directors  of  Lincoln  approved  the
investment  of  up  to  1.5  million  dollars  in a  newly  formed  corporation,
Accounting USA, Inc. Mr. Brian McDonald, MBA/CPA had established a company known
as Accounting Outsource Solutions,  LLC, within the preceding 2-1/2 years. Under
a Merger Agreement,  Accounting  Outsource  solutions,  LLC was contributed into
Accounting  USA,  Inc.  in return for 25% of the equity.  Lincoln  International
Corporation  in  return  for  its  investment  received  75%  of the  equity  of
Accounting USA, Inc., which was incorporated in the State of Nevada on September
30, 1999.  As of July 31, 2000 Lincoln  International  Corporation  had advanced
$1,390,000 of its 1.5 million dollar  investment  commitment in the newly formed
Accounting USA, Inc. Two of the Directors of Lincoln  International  Corporation
(Thurman L. Sisney and Richard J. Frockt) serve as two of the three Directors of
Accounting  USA,  Inc.  along  with the  third  Director,  Mr.  Brian  McDonald.
Accounting USA, Inc.  provides  accounting/bookkeeping  and payroll services for
small to medium sized  businesses  primarily in the  Louisville  area.  It does,
however,  service  clients  outside of the  Louisville  area on a limited basis,
including a client in Columbus, Ohio and one in the State of Vermont. Accounting
USA, Inc. has developed  and provides  Internet  access for its clients into its
accounting  platform.  The  business is not  seasonal nor is it dependant on any
particular


                                       11


<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                JANUARY 31, 2001


customers.  Direct  competition  for the  outsourcing of the  accounting/payroll
business is in effect non-existent in the Louisville,  Kentucky area. Many small
to  medium  sized   businesses   employ   in-house   personnel  to  perform  the
accounting/bookkeeping  responsibilities  for their company.  Some CPA firms and
small bookkeeping firms provide bookkeeping  services for their clients although
this is usually done on a historical basis as compared with or contrasted to the
services  provided by Accounting  USA,  Inc. on a "real time" basis.  Accounting
USA, Inc's. core functions are: accounts payable; accounts receivable;  payroll;
job cost;  bank  reconciliation;  time and billing;  and  financial  statements.
Accounting USA, Inc. also provides numerous customized  financial reports to its
clients.  The primary market  channels for Accounting USA, Inc. are direct sales
and business  partnerships with banks, CPA's or other businesses.  The intent of
Lincoln is to refine the services of Accounting USA, Inc. and the sales of those
services so that it can be replicated in other  metropolitan  markets around the
country. Management believes the services of Accounting USA, Inc. meets a unique
market niche,  particularly  with the Internet access  available to its clients.
Given  that the  outsourcing  of  accounting/bookkeeping  is  estimated  to save
clients an average of 30% to 40% of the cost of doing the same service in-house,
it is believed by management  that the  outsourcing  concept of Accounting  USA,
Inc. has potential for future  expansion and growth.  Accounting  USA, Inc. does
not replace the services  performed by the client's CPA, such as tax preparation
and audits. Accordingly, CPA's often find the bookkeeping performed on behalf of
their client facilitates the provision of their professional  services.  Lincoln
will  continue  to provide  assistance  and support to the  start-up  efforts of
Accounting USA, Inc.

         On May 3, 2000 the company sold the 3,500 square foot commercial  space
located at 11860 Capital Way. The proceeds from the sale of this property,  plus
cash on hand, plus proceeds from the line of credit were to be the source of the
capital to be invested in Accounting USA. It was expected that the rental income
from the  commercial  property the company  owns,  would be  sufficient  to meet
current obligations, including debt service on the line of credit.

      In July 2000,  Lincoln  International  Corporation  was  approached by the
Mountain   Economic   Development  Fund  ("MEDF")  of  201  South  Main  Street,
Winchester,  Kentucky 40391 through its Executive Director,  Mr. Grant Satterly,
requesting  financing  assistance for Admiralty Boats, Inc., d/b/a Boats Ltd., a
Kentucky  corporation  with its principal  office  located at 3516 Willow Spring
Road, Lexington, Kentucky 40509. MEDF requested a loan in the sum of One Hundred
Thousand Dollars  ($100,000.00) under a revolving line of credit for Boats, Ltd.
to increase their cash flow and allow more favorable purchasing of raw material.
Boats, Ltd. is in the business of manufacturing  bass fishing boats and sporting
boats  varying in sizes  from 15 feet to 22 feet.  MEDF is an  affiliate  of the
Christian  Appalachian  Project which is well known and reputable in its efforts
to retain and/or to create jobs in the  Appalachian  areas of Kentucky.  On July
13, 2000 the company  extended a one (1) year revolving line of credit to Boats,
Ltd.  for One Hundred  Thousand  Dollars  ($100,000).  Loan  proceeds  are to be
advanced based upon a pre-determined  ninety (90) percent of the  manufacturer's
cost to  manufacture.  Lincoln  receives a perfected,  secured  interest in each
boat, which security  interest is released only upon the sale of each respective
boat and upon receipt of one hundred (100) percent of the  manufacturer's  total
cost.  Lincoln  has the  exclusive  right to extend  the line of  credit  for an
additional one (1) year term.


                                       12


<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                JANUARY 31, 2001


         Acquisition  or  Disposition  of Assets:  The company  disposed of real
estate and  improvements  otherwise  than in the ordinary  course of business on
January 31, 2001:

         On October 31, 2000 the Board of Directors of the company  approved the
sale of real estate  located at 2300  Greene Way in  Louisville,  Kentucky.  The
company received an offer to purchase 2300 Greene Way from  Winebrenner  Capital
Partners,  LLC subject to normal conditions and contingencies  such as effecting
suitable  financing  and  acceptable  environmental  reports.  The  real  estate
includes  "Class B"  professional  office space of Twelve  Thousand Five Hundred
(12,500)  square feet  purchased  by the company on June 19,  1999.  The company
received One Million  Sixty-two  Thousand Five Hundred  Dollars  ($1,062,500) in
consideration  for  the  sale.  The  purchase  price  was  arrived  at by  using
Eighty-Five  Dollars  ($85.00) per square  foot.  The building is nine (9) years
old. The purchaser was Winebrenner  Capital  Partners,  LLC, a Kentucky  limited
liability  company,  with an address of 2300 Greene Way, Suite 200,  Louisville,
Jefferson County, Kentucky 40220. Winebrenner Capital Partners, LLC had been the
only tenant in the company's  building in over a year.  There exists no material
relationship between the company, any director or officer of the company, or any
associate of any such director or officer.

         As part of the consideration for the transaction, Lincoln International
Corporation  received Two Hundred Fifty Thousand Dollars  ($250,000) of stock in
Winebrenner  Capital  Partners,  LLC which is being  offered under an intrastate
offering at Five Dollars ($5.00) per share and  representing one percent (1%) of
the  company.  The balance of the sales price  totaled  $812,500 and was paid in
cash.  Winebrenner  Capital Partners,  LLC, a Kentucky limited liability company
formed in 1999, is an investment banking firm specializing in assisting small to
medium-sized businesses obtain capital in the public market, performing advisory
services and organizing private equity  placements.  The offering provides for a
maximum of 1,000,000  common shares sold in units of 5,000 shares at Twenty-five
Thousand Dollars ($25,000) per unit. The primary business of the company will be
to provide businesses with a cost effective,  expedient,  and efficient means of
raising  capital in the public markets  through the use of Internet  technology.
Through the company's website,  the investing public will have access to initial
public  offerings  ("IPO's")  that would  probably not be available to them in a
traditional IPO. In addition to the Fifty Thousand (50,000) shares,  the company
received a Warrant to purchase  another Fifty Thousand  (50,000) shares within a
three (3) year period at Five Dollars ($5.00) per share.

         Concurrent  with the sale of 2300 Greene Way, the company  restructured
its debt,  by  converting  a line of credit  upon which was owed One Million One
Hundred Fifty  Thousand  Dollars  ($1,150,000)  with  Commonwealth  Bank & Trust
Company,  1500 Shelbyville  Road,  Louisville,  Kentucky 40243 into a fixed rate
Mortgage bearing interest at 8.73% for One Million Dollars, and secured the debt
with a first  mortgage on the two buildings  located at 2200 Greene Way and 2211
Greene Way, both in the immediate proximity of the real estate having been sold.
The  proceeds  from the sale of 2300 Greene Way were used to pay off the amounts
owed on the line of credit after  converting  One Million  Dollars  ($1,000,000)
from the line of credit to a fixed rate  mortgage.  The balance of the  proceeds
will be  retained  and  invested  or used in  operations  and/or  other needs or
obligations of the company. A real estate commission of Twenty-Six Thousand Five
Hundred Sixty-Two Dollars and Fifty Cents ($26,562.50) was paid to


                                       13


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                JANUARY 31, 2001


Grubb & Ellis/Commercial  Kentucky,  Inc. pursuant to an exclusive  sale/leasing
real estate contract.

      Effective  November  1, 2000,  the  Company  acquired  some assets and the
client listing of Vena Marks & Associates, LLC. The Company paid $100,000 to the
former  owner and  issued 200  shares of common  stock of Lincoln  International
Corporation  valued  at  $28,000.  Vena  Marks &  Associates,  LLC was a locally
operated bookkeeping and payroll service.

      On  December  1,  2000,  Lincoln  International  Corporation  merged  with
Accounting USA, Inc., of which Lincoln  International  Corporation owned 75%. In
exchange for the  remaining  25%, the minority  interest was given 600 shares of
Lincoln International Corporation common stock valued at $84,000.

      Net working capital increased approximately  $1,152,857 from July 31, 2000
to January 31, 2001 due  largely in part to the  disposition  of the real estate
located at 2300 Greene Way. A portion of the cash proceeds were used to pay down
the line of credit,  leaving  additional  cash for use in operations.  Also, the
line of credit was  converted  into a fixed rate  mortgage  bearing  interest at
8.73%.

         Rental income from the company's  commercial property is $36,409.75 per
month or  $436,914  per year upon  execution  if the 4,236  square feet lease of
Suite 200 in 2300 Greene Way. On a near term basis,  rental income plus the sale
of one or more of the two (2) commercial  office  buildings owned by the company
should be sufficient to provide the liquidity to meet current  obligations.  The
long-term liquidity needs of the company are largely predicated upon the success
of  Accounting  USA, a start-up  company that will not reach a break-even  point
until the fall of 2001. Therefore,  the ultimate profitability of Accounting USA
will  dictate,  to some extent,  the  liquidity of the  company.  Other  capital
resources  will be  evaluated  on an  on-going  basis.  The sale of real  estate
raising  additional  equity  capital  and the  merger  or sale of a  portion  of
Accounting USA represent only  potential or possible  additional  sources in the
future.

         Litigation  Report: On March 23, 1999, two minority  shareholders,  Mr.
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 individual 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(b)(6) and denied the company's  Motion with respect to dismissing the
remainder of the Plaintiffs' Amended Complaint.


                                       14


<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                JANUARY 31, 2001


The Court's dismissal of Count X of the Complaint validated the reverse split of
the company  completed  on April 5, 1998.  In its  decision the Court noted that
"the issue is not whether a plaintiff  will  ultimately  prevail but whether the
plaintiff is entitled to offer  evidence to support the claims".  Subsequent  to
the  Court's  Order,  the company  answered  the  Complaint  denying any and all
allegations of impropriety.  On Wednesday,  February 21, 2001, the company began
taking the  deposition of the  plaintiffs  prior to  responding  to  Plaintiffs'
Motion to  Certify  the  action as a Class  Action.  On  February  16,  2001,  a
scheduling  conference was held in the United States District Court in which the
parties  were given until  October 2001 to complete  discovery.  Counsel for the
corporation  gives little merit to the Complaint or causes of actions  raised by
the Plaintiffs.





































                                       15


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                           PART II: Other Information

Item 6.

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

Lincoln  International  Corporation  filed Form 8K during the current quarter on
February 15, 2001 detailing the sale of 2300 Greene Way.












































                                       16


<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


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


                                            By:/s/BRIAN MCDONALD
                                               -------------------------------
                                                  Brian McDonald, Secretary

Dated this 11th day of June, 2001



































                                       17