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 January 31, 2002    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)

2200 Greene Way, Suite 101                      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:

          Balance Sheets as of January 31, 2002
              and July 31, 2001                                             3

          Statements of Operations for the quarters
              and year-to-date periods ended January 31, 2002
              and January 31, 2001                                         4 - 5

          Statements of Cash Flows for the
              year-to-date periods ended January 31, 2002
              and January 31, 2001                                         6 - 7

          Notes to the Financial Statements                                 8

     Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations          9 - 14

Part II: Other Information

     Item 6                                                                   15

     Signature                                                                16




<PAGE>
<TABLE>
<CAPTION>

                        LINCOLN INTERNATIONAL CORPORATION
                         PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                                 BALANCE SHEETS
                                                                  (Unaudited)
                                                                    1/31/02               7/31/01
                                                               ----------------     ----------------
                                     ASSETS
<S>                                                            <C>                  <C>
Current assets:
   Cash                                                        $        633,269     $        974,897
   Accounts receivable, net of allowance for
    doubtful accounts of $400 ($400 at 07/31/01)                         82,138               83,212
   Note receivable, net of allowance for
    doubtful accounts of $39,133 ($35,100 at 07/31/01)                   49,747               52,747
   Other receivables                                                     15,186               13,429
   Prepaid expenses                                                      26,640               20,948
                                                                ---------------      ---------------
             Total current assets                                       806,980            1,145,233
                                                                ---------------      ---------------

Net property, plant and equipment                                     1,057,029            1,117,443
                                                                ---------------      ---------------
Noncurrent assets:
   Investment in Winebrenner Capital Partners, LLC                      250,000              250,000
   Goodwill, net                                                        158,838              178,691
   Deferred tax asset                                                   293,981              289,151
                                                                ---------------      ---------------
             Total noncurrent assets                                    702,819              717,842
                                                                ---------------      ---------------
Total assets                                                   $      2,566,828     $      2,980,518
                                                                ===============      ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current maturities of long-term debt                        $         40,839     $         39,103
   Obligation under capital lease                                         3,687                3,730
   Accounts payable                                                     155,917              153,592
   Accrued expenses                                                      52,183               50,873
   Income taxes payable                                                       0               18,433
                                                                ---------------      ---------------
             Total current liabilities                                  252,626              265,731
                                                                ---------------      ---------------

Noncurrent liabilities:
   Long-term debt, less current maturities                              541,492              562,054
   Obligation under capital lease                                         9,190               11,266
   Deferred tax liability                                               293,981              289,151
                                                                ---------------      ---------------
             Total noncurrent liabilities                               844,663              862,471
                                                                ---------------      ---------------

             Total liabilities                                        1,097,289            1,128,202
                                                                ---------------      ---------------

Stockholders' equity
   Common stock, no par value, 3,000,000 shares
    authorized, 8,787 issued and outstanding                          1,993,998            1,993,998
   Retained earnings (deficit)                                         (524,459)            (141,682)
                                                                ---------------      ---------------

             Total stockholders' equity                               1,469,539            1,852,316
                                                                ---------------      ---------------
             Total liabilities and stockholders' equity        $      2,566,828     $      2,980,518
                                                                ===============      ===============
</TABLE>

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

                                        3
<PAGE>
<TABLE>
<CAPTION>

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

                                                                     1/31/02              1/31/01
                                                               -----------------     --------------

<S>                                                            <C>                   <C>
Revenues                                                       $         334,944     $      284,141
                                                                ----------------      -------------

Costs and expenses:
   Cost of revenues                                                      237,208            120,734
   Operating, general and administrative expenses                        262,512            399,648
                                                                ----------------      -------------

             Total costs and expenses                                    499,720            520,382
                                                                ----------------      -------------

             Loss from operations                                       (164,776)          (236,241)
                                                                ----------------      -------------
Other income (expense):
   Gain on sale of property                                                    0             95,325
   Interest income                                                         7,208             16,680
   Loss on uncollectible note receivable                                  (2,005)                 0
   Interest expense                                                      (15,004)           (30,751)
                                                                ----------------      -------------

             Total other income (expense)                                 (9,801)            81,254
                                                                ----------------      -------------

             Loss before income taxes                                   (174,577)          (154,987)
Benefit from income taxes                                                      0           (195,000)
                                                                ----------------      -------------

             Net income (loss)                                 $        (174,577)    $       40,013
                                                                ================      =============

             Net income (loss) per common share                $          (19.87)    $         4.55
                                                                ================      =============
</TABLE>

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



                                        4

<PAGE>
<TABLE>
<CAPTION>

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

                                                                    1/31/02               1/31/01
                                                               -----------------     ----------------

<S>                                                            <C>                   <C>
Revenues                                                       $         644,620     $        509,123
                                                                ----------------      ---------------

Costs and expenses:
   Cost of revenues                                                      492,490              467,521
   Operating, general and administrative expenses                        522,452              557,391
                                                                ----------------      ---------------

             Total costs and expenses                                  1,014,942            1,024,912
                                                                ----------------      ---------------

             Loss from operations                                       (370,322)            (515,789)
                                                                ----------------      ---------------
Other income (expense):
   Gain on sale of property                                                    0               95,325
   Interest income                                                        18,096               16,680
   Loss on uncollectible note receivable                                  (4,033)                   0
   Interest expense                                                      (26,514)             (45,387)
                                                                ----------------      ---------------

             Total other income (expense)                                (12,451)              66,618
                                                                ----------------      ---------------

             Loss before income taxes                                   (382,773)            (449,171)

Benefit from income taxes                                                      0             (307,186)
                                                                ----------------      ---------------

             Net loss                                          $        (382,773)    $       (141,985)
                                                                ================      ===============

             Net loss per common share                         $          (43.56)    $         (16.16)
                                                                ================      ===============

</TABLE>


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


                                        5

<PAGE>
<TABLE>
<CAPTION>

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

                                                                        1/31/02               1/31/01
                                                                   -----------------     ---------------
<S>                                                                <C>                   <C>
Cash flows from operating activities:
   Net loss                                                        $        (382,773)    $      (141,985)
   Adjustments to reconcile net loss
       to net cash used in operating activities
       Depreciation                                                           76,233              75,374
       Stock issued                                                                0               2,100
       Amortization                                                           19,851               8,950
       Gain on sale of property                                                    0              95,325
       Deferred taxes                                                              0            (306,922)
       (Increase) decrease in:
         Accounts receivable                                                   1,074              (8,545)
         Other receivables                                                     1,243            (302,538)
         Prepaid expenses                                                     (5,692)              7,170
       Increase (decrease) in:
         Accounts payable                                                      2,325              (7,675)
         Accrued expenses                                                    (17,124)             18,516
                                                                    ----------------      --------------

         Net cash used in operating activities                              (304,863)           (560,230)
                                                                    ----------------      --------------

Cash flows from investing activities:
   Purchase of property and equipment                                        (15,820)             (6,505)
   Proceeds from sale of property and equipment                                    0             809,624
   Purchase of Vena Marks & Associates, LLC                                        0            (100,000)
   Purchase of Investment in Winebrenner Capital Partners, LLC                     0            (250,000)
                                                                    ----------------      --------------

       Net cash provided by (used in) investing activities                   (15,820)            453,119
                                                                    ----------------      --------------
</TABLE>






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


                                        6

<PAGE>
<TABLE>
<CAPTION>
                        LINCOLN INTERNATIONAL CORPORATION
                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)
                       FOR THE SIX MONTHS ENDED JANUARY 31
                                   (Unaudited)


                                                                        1/31/02               1/31/01
                                                                   -----------------     ---------------
<S>                                                                <C>                   <C>
Cash flows from financing activities:
   Net borrowings under
      line of credit                                                               0             500,000
   Principal payments on capital lease obligation                             (2,119)             (2,294)
   Principal payments on long-term debt                                      (18,826)            (14,381)
                                                                    ----------------      --------------

       Net cash provided by (used in) financing activities                   (20,945)            483,325
                                                                    ----------------      --------------

       Net increase (decrease) in cash                                      (341,628)            376,214

       Cash at beginning of the year                                         974,897              86,802
                                                                    ----------------      --------------

       Cash at end of period                                       $         633,269     $       463,016
                                                                    ================      ==============

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                        $          26,494     $        45,387
                                                                    ================      ==============

Acquistion of Vena Marks & Associates, LLC
       Assets acquired:
         Property and equipment                                    $               0     $         5,000
         Goodwill                                                                  0             123,000
                                                                    ----------------      --------------
                                                                   $               0     $       128,000
                                                                    ================      ==============

       Payment for assets acquired
         Cash paid at closing                                      $               0     $       100,000
         Stock issued                                                              0              28,000
                                                                    ----------------      --------------
                                                                   $               0     $       128,000
                                                                    ================      ==============

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

       Payment for assets acquired
         Stock issued                                              $               0     $             0
                                                                    ================      ==============

Supplemental schedule of noncash financing activities:

       Debt paid by refinancing                                    $               0     $     1,000,000
                                                                    ================      ==============
</TABLE>

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



                                        7

<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 January 31, 2002 and July 31, 2001 and the results of operations
for the quarters and year to date periods ended January 31, 2002 and January 31,
2001. The notes to the financial  statements contained in the 2001 Annual Report
to Shareholders  and incorporated by reference into the 2001 Form 10-K should be
read in conjunction with these financial statements.

NOTE 2 - INVESTMENT IN WINEBRENNER HOLDING CORP.
------------------------------------------------

The Company has accounted for the  Investment  in  Winebrenner  Holding Corp. at
cost.  Generally accepted  accounting  principles  requires the investment to be
written  down to fair  market  value,  if the  decline  in value  is other  than
temporary.  Management believes it is not practicable to estimate the fair value
of its  Investment in  Winebrenner  Holding Corp.  because it consists of common
stock of an untraded company; therefore the investment is carried at cost.

NOTE 3 - 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.




                                        8

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                JANUARY 31, 2002

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.



                                        9

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                JANUARY 31, 2002

         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 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.



                                       10

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                JANUARY 31, 2002

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.  Subsequently,  the
Company increased the amount of investment in Accounting USA.

RESULTS OF OPERATIONS FOR ACCOUNTING USA, INC.
----------------------------------------------

STATEMENT OF INCOME FOR ACCOUNTING USA, INC.
--------------------------------------------

Accounting  service fee revenue increased by 39.7% the quarter ended January 31,
2002,  compared to the same quarter one year ago. Actual accounting  service fee
revenues were $208,038 and $290,712 respectively for the quarterly periods ended
January 31, 2001 and 2002. The primary factors for this increase  include a more
seasoned  sales force,  improvement  in  referral-based  selling  techniques and
greater  awareness  of the  company's  service in the  marketplace.  The average
billable value of the company's clients has remained  relatively stable, with an
average  monthly  fee  structure  of $900 per client.  For the six months  ended
January 31, 2001 and 2002,  accounting  service revenues increased from $335,969
to $556,155, or 65.5%.

The company's most  significant  cost of sales area, the accounting  department,
reflected a significant  percentage  decrease  relative to its  relationship  to
accounting  service fee revenue.  The  accounting  department's  dollar cost did
increase  slightly from $159,400 to $162,770 as we compare the quarterly periods
ended  January 31, 2001 and 2002,  but as a percentage of service  revenue,  the
accounting  department's  cost  actually  fell  from  76.6% of sales to 56.0% of
sales.  Increased  efficiencies  in processing  methods and improved  management
techniques were important  reasons for the improvement in the performance of the
accounting  department.  For the six months  ended  January  31,  2001 and 2002,
respectively,  accounting  department costs increased from $277,972 to $319,253,
or 14.8%.

The second  largest cost of sales area of the company,  the payroll  department,
experienced a dollar cost increase  from $37,261 to $48,383,  but  experienced a
decline  from  17.9% of sales to  16.6%  of sales as we  compare  the  quarterly
periods ended January 31, 2001 and 2002, respectively.  For the six months ended
January 31, 2001 and 2002, respectively, payroll department costs increased from
$67,125 to $122,304. Relative to the payroll department, the company closed this
department  during last  quarter and began  outsourcing  this  function to a key
strategic payroll partner to both reduce cost and gain greater efficiency in its
key accounting area.

Sales and  marketing  cost  actually  decreased  from $52,008 for the  quarterly
period ended January 31, 2001 to $39,599 for the quarterly  period ended January
31, 2002, or a 23.8%  decrease.  This decrease  primarily  related to reductions
made  to  the  sales  staff  relative  to  unproductive  sales  personnel.   The
referral-based selling techniques developed by the company over the last year do
not require as many sales personnel to produce  effective  results.  The company
also  reduced  some  advertising  expenditures  that were  deemed to be  largely
ineffective.  For the six months ended January 31, 2001 and 2002,  respectively,
sales and marketing costs decreased from $145,248 to $88,319, or 39.2%.


                                       11

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                JANUARY 31, 2002

Depreciation and amortization  expense  increased from $25,929 for the quarterly
period ended January 31, 2001 to $37,676 for the quarterly  period ended January
31,  2002.  For the six months  ended  January 31, 2001 and 2002,  respectively,
depreciation  and  amortization  expense  increased from $45,708 to $75,352,  or
64.8%.

Other notable operating cost increases  included the company's delivery cost, or
the fees associated with the delivery of the company's accounting  processing to
its clients. These cost increased from $9,563 (4.6% of revenue) to $14,983 (5.2%
of  revenue)  as we compare  the  quarterly  periods  ended  January 31, 2001 to
January 31, 2002. The company is evaluating  new delivery  methods to reduce its
delivery cost below 5% of the service fee revenue program.

General  and  administrative  cost and  technology  cost,  on a combined  basis,
increased  from $86,779 for  quarterly  period ended January 31, 2001 to $95,012
for the quarterly period ended January 31, 2002, or a 9.5% increase. For the six
months ended January 31, 2001 and 2002, respectively, general and administrative
and  technology  expenses  increased  from $167,908 to $185,352,  or 10.4%.  The
company continues to invest in technology solutions that will allow it to better
serve its clients and permit greater access to its web-based information system.
The  company  expects  a  relatively   modest  increase  in  these  general  and
administrative and technology expenses in the next few quarterly periods.


BALANCE SHEET FOR ACCOUNTING USA, INC.
--------------------------------------

The company's accounts  receivable (net of the reserve) increased by only 14.8%,
based upon open  receivables  at January  31,  2001 of $71,541  compared to open
receivables  of $82,138 at January 31,  2002.  Given the  quarterly  increase in
accounting  service  revenue of almost 40% from the prior year, this increase in
open  receivables  is considered  low due to an aggressive  collection  approach
adopted by the company.

Gross  tangible  fixed assets  increased from their January 31, 2001 position of
$385,550  to the  January  31,  2002  position  of  $453,810,  or an increase of
$68,260.  The  increased  expenditures  were  primarily  related  to  technology
equipment and software.  The company is not anticipating  making any significant
expenditure in the near future since most of the technology infrastructure is in
place.

The  company  is  currently  amortizing  an  intangible  asset  referred  to  as
Capitalized  Client Listing  associated  with the  acquisition of a competitor's
client  base in the  prior  fiscal  year.  As of  January  31,  2002,  the gross
intangible asset basis was $125,322 with accumulated amortization of $30,883. As
of  January  31,  2001,  the gross  intangible  asset  basis was  $123,000  with
accumulated amortization of $6,150.

Trade  accounts  payables  increased  from their  January 31,  2001  position of
$13,127 to their January 31, 2002 position of $33,610.

Term debt of the company  increased  slightly from the prior year,  with $91,173
and  $86,043  outstanding  for  the  periods  of  January  31,  2002  and  2001,
respectively.


                                       12

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                JANUARY 31, 2002

ACQUISITION OR DISPOSITION OF ASSETS

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

LIQUIDITY AND CAPITAL NEEDS

         The company currently has approximately $538,000 in cash with a debt of
approximately  $495,000  on 2211  Greene  Way.  The  property  is listed  and is
anticipated  that it could be sold within the year.  The  company has  available
approximately  $1,250,000  -  $1,500,000  that would be used to inject as needed
into  Accounting USA, Inc. It is expected that Accounting USA, Inc. will reach a
break-even  point on or  before  the end of 2002.  It is  believed,  based  upon
current projections no more than $120,000 is needed to be invested in Accounting
USA, Inc.  Accordingly,  the company has available the liquidity and  additional
capital  necessary to reach a point where losses cease and Accounting  USA, Inc.
can be taken to the next level.

LITIGATION

         On March 23, 1999,  two minority  shareholders,  Merle Brewer and Sarah
Forree, filed a lawsuit in the United States District Court, Western District of
Kentucky  Louisville  Division against Lincoln  International  Corporation,  and
individuals  Thurman L. Sisney,  David  Barhorst (who resigned June of 1998) and
Mr.  Richard  Dolin  (deceased in February of 1999).  The case is styled:  Civil
Action No.  3:99CV-178-S.  On May 18, 1999,  Lincoln  International  Corporation
filed a Motion to Dismiss the complaint  alleging that there are no questions of
law nor facts substantiating the allegations in the complaint. A response to the
Motion to Dismiss was filed by the Plaintiffs on July 8, 1999. On June 30, 1999,
the  Plaintiffs  filed a Motion to Amend the  Complaint  to  substitute  another
Plaintiff in place of one of the original Plaintiffs,  Sarah Forree. On December
23, 1999 the Court granted the  Plaintiff's  Motion and allowed Terry Kennedy to
be substituted as a Plaintiff for Sarah Forree. On February 18, 2000 the company
filed an Amended Motion to Dismiss.  Defendants have also raised in their Motion
to Amend the Complaint the allegation  that notice of dissenter's  rights should
have been  provided in the reverse  split that  concluded  on April 5, 1998.  On
December  20,  2000  the  Court  entered  an  Order  Dismissing  Count  X of the
Plaintiffs  Amended  Complaint  for  failure to state a claim upon which  relief
could be granted  pursuant to Fed. R. Civ. P.  12(bx6) and denied the  company's
Motion with  respect to  dismissing  the  remainder  of the  Plaintiffs  Amended
Complaint. The Court's dismissal of Count X of the Complaint in effect validated
the reverse split of the company completed on April 5, 1998.

         On July 17, 2001, the company entered into a Settlement  Agreement with
the two-named Plaintiffs Terry Kennedy and Merle Brewer and their legal counsel.
In the Settlement Agreement the Company and the named Defendants  disclaimed any
liability. A settlement was agreed to because of the cost litigating the matter.
In the  settlement  the  company  agreed to give  each  named  Plaintiff,  stock
equivalent  to a value of $2,000,  and the  Plaintiffs  would have a  thirty-day
option to sell that stock back to the company for $2,000. The value of the stock
would be based upon the last listed trade value as listed on NASDAQ.


                                       13

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                JANUARY 31, 2002

         Further, any shareholders who tendered their stock in the Tender Offer,
in 1997 will be notified that they will have the  opportunity  to buy back stock
of the  company  at a price of  $120.00  per  share  (or  $0.30 per share at the
pre-split value) the value at which the stock was sold in the Tender.  In regard
to those who sold stock as part of the Reverse  Split in 1998,  the company will
allow those  shareholders to buy back in also at the same rate i.e.  $120.00 per
share  (or  $0.30 of the  pre-split  value)  if they so  desire.  As part of the
settlement  Lee  Sisney  will put up half of the  stock to be sold to those  who
choose to buy back into the company and the company  will put up the other half.
Also, the legal fees for  Plaintiffs  attorneys will be paid in an amount not to
exceed  $74,500 as verified as concurrent  with the work that was done up to and
including the settlement agreement.  A Fairness Hearing was held on November 20,
2001.  Only one (1)  shareholder  with  standing  was  allowed  to object at the
Fairness Hearing. Legal counsel was directed to prepare a Statement of Facts and
Conclusions of Law and when completed the Court will make a final determination.
On January 15, 2002 the Court  approved the  Settlement  Agreement.  The company
will  take the  appropriate  steps to  effectuate  the  terms of the  Settlement
Agreement approved by the Court on January 15, 2002.













                                       14

<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.























                                       15


<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


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

Dated this 14th day of March, 2002














                                       16