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, 2003                Commission file No. 0-0767

                               __________________


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


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


2200 Greene Way, Suite 101, Louisville, Kentucky                  40220
________________________________________________               __________
    (Address or principal executive offices)                   (Zip Code)


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


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

                  YES   [X]                              NO   [ ]

Indicate  the numbers of shares  outstanding  of each of the issuer'  classes of
common stock, as of the close of the period covered by this report: 8,792 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, 2003
              and July 31, 2002                                             3

          Statements of Operations for the quarters
              and year-to-date periods ended January 31, 2003
              and January 31, 2002                                        4 - 5

          Statements of Cash Flows for the
              year-to-date periods ended January 31, 2003
              and January 31, 2002                                          6

          Notes to the Financial Statements                                 7

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

Part II: Other Information

     Item 6                                                                12

     Signature                                                             13


<PAGE>
<TABLE>
<CAPTION>

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

                                                                 (Unaudited)
                                                                   1/31/03               7/31/02
                                                              ________________     ______________

                                     ASSETS
<S>                                                          <C>                  <C>
Current assets:
  Cash                                                       $         130,293    $       326,995
  Accounts receivable, net of allowance for
    doubtful accounts of $7,000                                        116,984             49,664
  Note receivable, net of allowance for
    doubtful accounts of $35,100                                        46,014             48,462
  Other receivables                                                        478                478
  Prepaid expenses                                                      11,270             10,120
                                                              ________________     ______________
             Total current assets                                      305,039            435,719
                                                              ________________     ______________
Net property, plant and equipment                                      925,863            976,431
                                                              ________________     ______________
Noncurrent assets:
  Goodwill, net                                                        119,134            138,987
  Deferred tax asset                                                   236,906            245,644
                                                              ________________     ______________
             Total noncurrent assets                                   356,040            384,631
                                                              ________________     ______________
Total assets                                                 $       1,586,942    $     1,796,781
                                                              ================     ==============

                              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current maturities of long-term debt                       $          44,483    $        41,072
  Obligation under capital lease                                         4,188              4,235
  Accounts payable                                                      70,301             63,452
  Accrued expenses                                                       3,234             43,810
                                                              ________________     ______________
             Total current liabilities                                 122,206            152,569
                                                              ________________     ______________
Noncurrent liabilities:
  Long-term debt, less current maturities                              497,139            521,161
  Obligation under capital lease                                         5,307              7,337
  Deferred tax liability                                               236,906            245,644
                                                              ________________     ______________
             Total noncurrent liabilities                              739,352            774,142
                                                              ________________     ______________
             Total liabilities                                         861,558            926,711
                                                              ________________     ______________
Stockholders' equity:
  Common stock, no par value, 3,000,000 shares
    authorized, 8,792 issued and outstanding                         1,994,718          1,994,718
  Retained earnings (deficit)                                       (1,019,334)          (874,648)
    Accumulated other comprehensive income - unrealized
      loss on investment                                              (250,000)          (250,000)
                                                              ________________     ______________
             Total stockholders' equity                                725,384            870,070
                                                              ________________     ______________
             Total liabilities and stockholders' equity      $       1,586,942    $     1,796,781
                                                              ================     ==============
</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)

                                                                          1/31/03             1/31/02
                                                                      ______________      _____________
<S>                                                                  <C>                 <C>
Revenues                                                             $       375,097     $      334,944
                                                                      ______________      _____________


Costs and expenses:
  Cost of revenues                                                           212,785            237,208
  Operating, general and administrative expenses                             176,733            262,512
                                                                      ______________      _____________
             Total costs and expenses                                        389,518            499,720
                                                                      ______________      _____________
             Loss from operations                                            (14,421)          (164,776)

Other income (expense):
  Interest income                                                                542              7,208
  Loss on uncollectible note receivable                                            0             (2,005)
  Interest expense                                                           (10,090)           (15,004)
                                                                      ______________      _____________
             Total other income (expense)                                     (9,548)            (9,801)
                                                                      ______________      _____________
             Loss before income taxes                                        (23,969)          (174,577)

Benefit from income taxes                                                          0                  0
                                                                      ______________      _____________
             Net income (loss)                                       $       (23,969)    $     (174,577)
                                                                      ==============      =============
             Net income (loss) per common share                      $         (2.73)    $       (19.87)
                                                                      ==============      =============
</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)

                                                                           1/31/03             1/31/02
                                                                      ______________      ______________
<S>                                                                  <C>                 <C>
Revenues                                                             $       675,960     $       644,620
                                                                      ______________      ______________


Costs and expenses:
  Cost of revenues                                                           440,282             492,490
  Operating, general and administrative expenses                             361,978             522,452
                                                                      ______________      ______________
             Total costs and expenses                                        802,260           1,014,942
                                                                      ______________      ______________
             Loss from operations                                           (126,300)           (370,322)

Other income (expense):
  Interest income                                                              2,519              18,096
  Loss on uncollectible note receivable                                            0              (4,033)
  Interest expense                                                           (20,901)            (26,514)
                                                                      ______________      ______________
             Total other income (expense)                                    (18,382)            (12,451)
                                                                      ______________      ______________
             Loss before income taxes                                       (144,682)           (382,773)

Benefit from income taxes                                                          0                   0
                                                                      ______________      ______________
             Net loss                                                $      (144,682)    $      (382,773)
                                                                      ==============      ==============
             Net loss per common share                               $        (16.46)    $        (43.56)
                                                                      ==============      ==============

</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)

                                                                    1/31/03              1/31/02
                                                                _______________      ____________
<S>                                                            <C>                  <C>
Cash flows from operating activities:
  Net loss                                                     $       (144,682)    $    (382,773)
  Adjustments to reconcile net loss
       to net cash used in operating activities
       Depreciation and amortization                                     70,417            96,084
       Bad debt expense                                                  11,065                 0
       (Increase) decrease in:
         Receivables                                                    (75,937)            2,317
         Prepaid expenses                                                (1,150)           (5,692)
       Increase (decrease) in:
         Accounts payable                                                 6,849             2,325
         Accrued expenses                                               (40,576)          (17,124)
                                                                _______________      ____________
         Net cash used in operating activities                         (174,014)         (304,863)
                                                                _______________      ____________

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

Cash flows from financing activities:
  Principal payments on capital lease obligation                         (2,077)           (2,119)
  Principal payments on long-term debt                                  (20,611)          (18,826)
                                                                _______________      ____________
       Net cash provided by (used in) financing activities              (22,688)          (20,945)
                                                                _______________      ____________
       Net increase (decrease) in cash                                 (196,702)         (341,628)

       Cash at beginning of the year                                    326,995           974,897
                                                                _______________      ____________
       Cash at end of period                                   $        130,293     $     633,269
                                                                ===============      ============
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest                     $         20,928     $      26,494
                                                                ===============      ============
</TABLE>


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


                                        6

<PAGE>


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


NOTE 1 - MANAGEMENT'S STATEMENT

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


NOTE 2 - GOING CONCERN

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


                                       7

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                JANUARY 31, 2003

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

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

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

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


                                       8

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                JANAURY 31, 2003

     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.

                                       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, 2003

The intent of Lincoln is to refine the services of Accounting  USA, Inc. and the
sales of those services so t it can be replicated in other metropolitan  markets
around the country.  Management  believes the services of  Accounting  USA, Inc.
meets a unique market niche,  particularly with the Internet access available to
its clients.  Given the  outsourcing of  accounting/bookkeeping  is estimated to
save  clients  an  average  of 30% to 40% of the cost of doing the same  service
in-house,  it is believed by management  the  outsourcing  concept of Accounting
USA, Inc. has potential for future  expansion and growth.  Accounting  USA, Inc.
does not  replace  the  services  performed  by the  client's  CPA,  such as tax
preparation and audits. Accordingly,  CPA's often find the bookkeeping performed
on  behalf of their  client  facilitates  the  provision  of their  professional
services.  Lincoln  will  continue  to  provide  assistance  and  support to the
start-up efforts of Accounting USA, Inc. Subsequently, the Company increased the
amount of investment in Accounting USA.

On August 16, 2002, the CEO for Accounting USA, Mr. Brian W. McDonald,  resigned
to pursue other interests. The Company did not have a non-compete agreement with
Mr. McDonald and is unable to assess what adverse  impact,  if any, might result
from Mr. McDonald's  departure.  The Company  immediately began a search for new
leadership  and the  operations  continued  in a stable  manner  because  of the
increased  effort of the  management  team.  Approximately  one month  after Mr.
McDonald's  departure one of the Company's  Client Account  Specialists  ("CAS")
resigned and concurrently ten (10) clients left with directions they were moving
their  business to a company  established  by the  departing  CAS,  Ms.  Suzanne
Luckett. The Company filed a lawsuit in October 2002, and on March 7, 2003 filed
a Motion to Amend  its  Complaint  to  include  another  former  Client  Account
Specialist  by the name of  Stephanie  Colin to be named as a Defendant  in this
lawsuit.  The  Company has  learned  that Ms.  Colin is one of the owners of the
company to which  Accounting  USA business  moved  concurrent  with Ms.  Colin's
resignation.  Many of those who left  Accounting  USA had been  serviced  by Ms.
Colin and Ms. Luckett.

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

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

At the  December  6,  2002  Shareholder  Annual  Meeting a one (1) for three (3)
Reverse  Split was approved by a majority of the  Shareholders.  On February 18,
2003,  the Reverse  Split  terminated,  and based upon  current  results,  it is
expected the total  number of shares  after the Reverse  Split will be 2,771 and
the total  number of  Shareholders  reduced  from 384 to 101. It is expected the
Company  will have to pay out  approximately  $7,500 for the  fractional  shares
terminated by the Reverse Split.  Completion of the Reverse Split will allow the
Company to be in a position to "go  private" and save  approximately  $40,000 to
$45,000 per year in audit and legal fees.  Furthermore,  the Company is now in a
position to sell the "Public Shell" at some point in time and will begin efforts
to find a buyer for the Shell.

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

                                       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, 2003

RESULTS OF OPERATIONS FOR ACCOUNTING USA, INC.

STATEMENT OF INCOME FOR ACCOUNTING USA, INC.

Total  revenue  increased  by $40,153  for the  quarter  ended  January 31, 2003
compared to the same quarter one year ago. The primary  factor in this  increase
was the proceeds  from the sale of the payroll  business.  The  Company's  sales
force remains in place and it is expected  revenue will  increase  approximately
$3,000  monthly or $36,000  in annual  revenue  posted  each  month.  Accounting
department cost decreases reflect the loss of Client Account Specialists ("CAS")
having left in conjunction with lost business.

BALANCE SHEET FOR ACCOUNTING USA, INC.

The company's accounts  receivable (net of reserve) increased by 42%, based upon
open  receivables at January 31, 2002 of $82,138 compared to open receivables of
$116,984 at January 31,  2003.  The  increase  is  attributable  to the sale and
receivable from the sale of the payroll business.

Gross  tangible  fixed assets  decreased from their January 31, 2002 position of
$211,988  to the  January  31,  2003  position  of  $105,487,  or a decrease  of
$106,501,  primarily from depreciation.  The company is not anticipating  making
any significant expenditures in the near future for fixed assets.

The company is currently  amortizing an intangible asset referred to as Goodwill
associated with the acquisition of a competitor's client base. As of January 31,
2003,  the  gross   intangible   asset  basis  was  $125,322  with   accumulated
amortization  of $53,788.  As of January 31, 2002,  the gross  intangible  asset
basis was $125,322 with accumulated amortization of $30,884.

Trade  accounts  payables  increased  from their  January 31,  2002  position of
$172,410 to their January 31, 2003 position of $197,470.

Term debt of the company decreased from the prior year, with $60,822 and $91,173
outstanding for the periods of January 31, 2003 and 2002, respectively.

ACQUISITION OR DISPOSITION OF ASSETS

The Company  currently  has  property  located at 2211  Greene Way,  Louisville,
Kentucky listed for sale for $1,375,000. In December, a new three-year lease was
executed with the tenant  occupying most of the building with a $4,000  decrease
in monthly rent over the life of the lease, but it is expected that securing the
long-term tenant will result in a relatively quick sale of the property.

LIQUIDITY AND CAPITAL NEEDS

The company  currently has  approximately  $77,000 in cash,  expects to sell its
payroll business for  approximately  $108,000 and expects to sell the above real
estate to have available the liquidity needed.  With Accounting USA, Inc. losses
expected to stop in May of 2003,  sufficient liquidity and capital are available
for operations.

LITIGATION

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

                                       11

<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.


                                       12

<PAGE>


                                   SIGNATURES

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

                                     LINCOLN INTERNATONAL CORPORATION


                                     /s/ LEE SISNEY
                                     ________________________________
                                     Lee Sisney, President




Dated this 12th day of March, 2003


                                       13


<PAGE>


                                  CERTIFICATION


I, Lee Sisney, certify that:


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


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


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


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


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


b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and


c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;


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


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


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


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


Date: March 13, 2003


                                                  /s/ LEE SISNEY
                                                  ______________________
                                                      Lee Sisney
                                                      President and CFO