FORM 10-Q


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


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


FOR THE QUARTER ENDED APRIL 30, 2004                 COMMISSION FILE NO. 0-05767


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


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


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


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


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

YES [X] NO [ ]

Indicate by check whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).

YES [ ] NO [X]

Indicate the numbers of shares  outstanding  of each of the issuer's  classes of
common stock, as of the close of the period covered by this report: 2,610 shares
of the (no-par) voting common stock.


                                      -1-


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION

                                      INDEX


                                                                       PAGE(S)

PART I: FINANCIAL INFORMATION

     Item 1.  Financial Statements:

          Balance Sheets as of April 30, 2004
              and July 31, 2003                                            3

          Statements of Operations for the three months
              ended April 30, 2004 and April 30, 2003                      4

          Statements of Operations for the nine months
              ended April 30, 2004 and April 30, 2003                      5

          Statements of Cash Flows for the nine months ended
              April 30, 2004 and April 30, 2003                            6

          Notes to the Financial Statements                                7

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

     Item 4.  Controls and Procedures                                     12

PART II: OTHER INFORMATION

     Item 1.  Legal Proceeding                                            13

     Item 6.  Exhibits and Reports on Form 8-K                            13

     Signature                                                            13


                                      -2-


<PAGE>


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

                                                (Unaudited)
                                                  4/30/04           7/31/03
                                                ___________        __________

                                     ASSETS
Current assets:
  Cash                                          $   363,107        $   21,944
  Accounts receivable, net of allowance for
    doubtful accounts of $0 ($2,418 on 7/31/03)           -            10,950
  Notes receivable, net of allowance for
    doubtful accounts of $0 ($72,062 on 7/31/03)          -             8,000
  Other receivables                                       -            56,298
  Prepaid expenses and other current assets               -             7,476
                                                ___________        __________
            Total current assets                    363,107           104,668

Property and equipment, net                               -            88,838

Assets held for sale                                      -           814,454

Marketable securities                                     -            12,029

Other assets                                          1,637                 -
                                                ___________        __________
Total assets                                    $   364,744        $1,019,989
                                                ===========        ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                              $     2,039        $   47,977
  Accrued expenses                                    9,739            84,810
  Accrued income taxes                                9,000                 -
  Discontinued operations                             1,069                 -
  Obligation under capital lease                          -             4,461
  Line of credit                                          -            47,500
  Note payable                                            -            52,819
  Current maturities of long-term debt                    -            11,702
                                                ___________        __________
            Total current liabilities                21,847           249,269

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

            Total liabilities                        21,847           715,539
                                                ___________        __________

Stockholders' equity:
  Common stock, no par value, 1,000,000 shares
    authorized, 2,610 issued and outstanding
    (2,776 on 7/31/03)                            1,918,263         1,977,798
  Accumulated deficit                            (1,575,366)
(1,678,551)
  Accumulated other comprehensive income                  -             5,203
                                                ___________        __________

            Total stockholders' equity              342,897           304,450
                                                ___________        __________
            Total liabilities and
               stockholders' equity             $   364,744        $1,019,989
                                                ===========        ==========

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


                                      -3-


<PAGE>


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

                                                                   (Restated)
                                                  4/30/04           4/30/03
                                                ___________        __________

Revenues                                        $         -        $        -
                                                ___________        __________

Costs and expenses:
  Cost of revenues                                        -                 -
  Selling, general and administrative expenses       51,902            25,352
                                                ___________        __________
            Total costs and expenses                 51,902            25,352
                                                ___________        __________
            Loss from operations                    (51,902)          (25,352)
                                                ___________        __________

Other income (expense):
  Interest income (expense), net                      1,331            (9,599)
  Gain on the sale of securities                      6,230                 -
                                                ___________        __________
            Total other income (expense)              7,561            (9,599)
                                                ___________        __________
            Net loss from continuing
                 operations                         (44,341)          (34,952)

Discontinued operations (Note D):
  Net loss from discontinued operations                (256)         (145,840)
                                                ___________        __________

            Net loss                            $   (44,597)       $ (180,791)
                                                ===========        ==========

Per Common Share:

  Net loss from continuing operations           $    (16.99)       $    (8.70)

  Net loss from discontinued operations               (0.10)           (36.32)
                                                ___________        __________
            Net loss                            $    (17.09)       $   (45.02)
                                                ===========        ==========

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


                                      -4-


<PAGE>


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

                                                                   (Restated)
                                                  4/30/04           4/30/03
                                                ___________        __________

Revenues                                        $         -        $        -
                                                ___________        __________

Costs and expenses:
  Cost of revenues                                       -                  -
  Selling, general and administrative expenses       92,202            52,391
                                                ___________        __________
            Total costs and expenses                 92,202            52,391
                                                ___________        __________
            Loss from operations                    (92,202)          (52,391)
                                                ___________        __________

Other income (expense):
  Interest income (expense), net                         13           (27,982)
  Gain on surrender of common stock                  72,000                 -
  Gain on the sale of securities                      6,230                 -
                                                ___________        __________
            Total other income (expense)             78,243           (27,982)
                                                ___________        __________
            Net loss from continuing
               operations                           (13,959)          (80,373)

Discontinued operations (Note D):
  Loss from discontinued operations                (151,109)         (225,247)
  Gain on sale of property & equipment, net         367,633                 -
                                                ___________        __________
                                                    216,524          (225,247)

  Income tax expense                                  9,000                 -
                                                ___________        __________
  Net income (loss) from discontinued
     operations                                     207,524          (225,247)

            Net income (loss)                   $   193,565        $ (305,620)
                                                ===========        ==========

Per Common Share:

  Net loss from continuing
     operations                                 $     (5.25)       $   (13.17)

  Net income (loss) from discontinued
     operations                                       78.13            (36.89)
                                                ___________        __________
            Net income (loss)                   $     72.88        $   (50.06)
                                                ===========        ==========

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


                                      -5-


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                             STATEMENTS OF CASH FLOW
                       FOR THE NINE MONTHS ENDED APRIL 30
                                   (Unaudited)
                                                                   (Restated)
                                                  4/30/04             4/30/03
                                                ___________        __________
Cash flows from operating activities:
  Net income (loss)                             $   193,565        $ (305,620)
  Adjustments to reconcile net income (loss)
        to net cash used in operating
        activities:
        Depreciation and amortization                     -            75,850
        Bad debt expense                                  -                 -
        Gain on the disposal of assets             (367,633)                -
        Gain on the surrender of common stock       (72,000)                -
        Gain on the sale of securities               (6,230)                -
        (Increase) decrease in:
          Receivables                                75,248            21,992
          Prepaid expenses and other assets           5,839             4,759
        Increase (decrease) in:
          Accounts payable                          (45,938)          (24,397)
          Accrued expenses                          (75,071)          (30,711)
          Accrued income taxes                        9,000                 -
          Discontinued operations                     1,069                 -
          Deferred rental income                         -              1,842
                                                ___________        __________
          Net cash used in
               operating activities                (282,151)         (256,285)
                                                ___________        __________

Cash flows from investing activities:
  Purchase of property and equipment                (11,308)                -
  Net proceeds from the sale of property          1,182,090                 -
  Net proceeds from the sale of securities           13,057                 -
  Disposal of property & equipment                  100,142                 -
                                                ___________        __________
          Net cash provided by
               investing activities               1,283,981                 -
                                                ___________        __________

Cash flows from financing activities:
  Issuance (repurchase) of Common Stock, net         12,465            (2,760)
  Dividend distribution                             (90,380)                -
  Net payment on line of credit                     (47,500)                -
  Principal payments on capital lease obligation     (7,337)           (3,205)
  Principal payments on note payable                (52,819)                -
  Principal payments on long-term debt             (475,096)          (31,444)
                                                ___________        __________
          Net cash used in
               financing activities                (660,667)          (37,409)
                                                ___________        __________
          Net increase (decrease) in cash           341,163          (293,694)

          Cash at beginning of the year              21,944           326,995
                                                ___________        __________
          Cash at end of period                 $   363,107        $   33,301
                                                ===========        ==========
Supplemental disclosure of cash flow
information:
  Cash paid during the period for interest      $     3,184        $   31,400
                                                ============       ==========

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


                                      -6-


<PAGE>


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


NOTE A - MANAGEMENT'S STATEMENT

In the opinion of management the accompanying unaudited financial statements
contain all adjustments (all of which are normal and recurring in nature)
necessary to present fairly the financial position of Lincoln International
Corporation at April 30, 2004 and July 31, 2003 and the results of operations
for the three and nine months ended April 30, 2004 and April 30, 2003. The notes
to the financial statements contained in the 2003 Form 10-K should be read in
conjunction with these financial statements.

NOTE B - CRITICAL ACCOUNTING POLICIES

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

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

NOTE C - RESTATEMENT

The financial statements for the three and nine months ended April 30, 2003 have
been restated to eliminate amortization expense of $9,926 and $29,779,
respectively, to comply with the Company's adoption of SFAS No. 142, "Goodwill
and Other Intangible Assets" which was made effective for the Company as of
August 1, 2002. The effect of these adjustments increased net income in these
periods by $9,926 and $29,779, respectively.

NOTE D - DISCONTINUED OPERATIONS

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


                                      -7-


<PAGE>


With this sale, the Company has discontinued operations in its Rental Property
division. The Company recorded a loss of $54,124 representing the costs to
settle obligations related to this operation of which $1,069 remains an accrued
liability as of April 30, 2004.

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

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

                                                   3Q04               YTD
                                                ___________        __________
Segment:

Rental Property division:
  Loss from operations                          $      (256)       $  (54,124)
  Gain of sale of property & equipment                    -           367,633
                                                ___________        __________
                                                       (256)          313,509
Accounting USA division:
  Loss from operations                                    -           (96,985)

Combined:
  Loss from operations                                 (256)         (151,109)
  Gain of sale of property & equipment                    -           367,633
                                                ___________        __________
                                                $      (256)       $  216,524
                                                ===========        ==========

NOTE E - INCOME TAXES

At July 31, 2003, the Company had approximately $1.7 million of net operating
loss carryforwards available to offset future federal and state taxable income.
However, local tax statutes do not allow for the use of net operating loss
carryforwards resulting in an income tax liability in periods with taxable
income. Accordingly, the Company has accrued a $9,000 liability for estimated
income taxes as of April 30, 2004.

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


                                      -8-


<PAGE>


NOTE F - NOTES RECEIVABLE

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

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

NOTE G - OTHER RECEIVABLE

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

NOTE H - LITIGATION SETTLEMENT

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

NOTE I - LINE OF CREDIT

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

NOTE J - SUBSEQUENT EVENTS

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

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


                                      -9-


<PAGE>


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

On July 5, 2004, the Board of Directors declared a cash dividend of $120.00 per
share on its Common Stock, no par value, payable to shareholders of record on
July 5, 2004.

                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION

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

OVERVIEW

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

ACCOUNTING USA

Accounting USA was founded in 1999 and provides accounting/bookkeeping services
for small to medium sized businesses primarily in the metropolitan area of
Louisville, Kentucky. Accounting USA has developed and provides Internet access
for its clients into its accounting platform. The business is not seasonal nor
is it dependant on any particular customers. Direct competition for the
outsourcing of the accounting/payroll business is to the belief of Lincoln
minimal in the Louisville, Kentucky metropolitan area. Many small to medium
sized businesses employ in-house personnel to perform the accounting/bookkeeping
responsibilities for their company. Some CPA firms and small bookkeeping firms
provide bookkeeping services for their clients although this is usually done on
a historical basis as compared with or contrasted to the services provided by
Accounting USA on a "real-time" basis. Accounting USA's core functions are:
accounts payable; accounts receivable; job cost; bank reconciliation; time and
billing; and financial statements. Accounting USA also provides numerous
customized financial reports to its clients. The primary market channels for
Accounting USA are direct sales and business referrals from banks, CPA's or
other businesses. The operating plan of Accounting USA has been to develop its
systems and services in the Louisville market and then to offer its services in
other metropolitan markets around the country. Management believes the services
of Accounting USA meets a unique market niche, particularly with the Internet
access available to its clients. Given that the outsourcing of
accounting/bookkeeping can save clients up to 40% of the cost of doing the same
service in-house, management believes that the outsourcing concept of Accounting
USA has potential for future expansion and growth. Accounting USA does not
replace the services performed by the client's CPA, such as tax preparation and
audits. Accordingly, CPA's often find the bookkeeping performed on behalf of
their client facilitates the provision of their professional services. Lincoln
no longer provides any financial assistance or support to the development
efforts of Accounting USA.


                                      -10-


<PAGE>


REAL ESTATE OPERATIONS

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED APRIL 30, 2004 COMPARED TO THE THREE MONTHS ENDED APRIL 30,
2003

As of January 31, 2004, the Company has no operating activity other than
corporate administration. These costs totaled $51,902 in the current quarter
compared with $25,352 in the prior year quarter and consisted primarily of the
write-off of a note receivable (see Note F) and various professional fees.
Professional fees in the current quarter consisted of legal, accounting and
administrative costs associated with maintaining the Company's corporate shell.
The Company earned $1,331 of interest income in the quarter compared with
interest expense of $9,599 a year ago as proceeds from the sale of rental
property in the first fiscal quarter were used to pay off corporate debts and
increase cash and money market investments. The Company also incurred a gain of
$6,230 on the sale of marketable securities. The net loss from continuing
operations increased $9,389 to $44,341 compared with a loss of $34,952 a year
ago.

During the current quarter, the Company recognized a loss from discontinued
operations of $256 compared with a loss of $145,840 a year ago. Current losses
from discontinued operations consist solely of miscellaneous expenses whereas
the year-ago loss includes operating results of the former Rental Property and
Accounting USA divisions.

The Company's net loss decreased $136,194 to $44,597 compared with a net loss of
$180,791 a year ago.

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

NINE MONTHS ENDED APRIL 30, 2004 COMPARED TO THE NINE MONTHS ENDED APRIL 30,
2003

As of January 31, 2004, the Company has no operating activity other than
corporate administration. These costs totaled $92,202 in the year-to-date period
compared with $52,391 in the prior year period and consisted primarily of the
write-off of a note receivable (see Note F), various professional fees and
corporate taxes. The increase in fees in the current period resulted from the
spin-off of the AUSA, Inc. subsidiary and the winding-down of operations. The
Company incurred $13 in net interest income in the first nine months of fiscal
2004 compared with $27,982 of interest expense a year ago as proceeds from the
sale of rental property in the first fiscal quarter were used to pay off
corporate debts and increase cash and money market investments. Other income
consisted of a $72,000 gain on the surrender of common stock under a litigation
settlement agreement (see Note H) and a gain of $6,230 on the sale of marketable
securities. The net loss from continuing operations decreased $66,414 to $13,959
compared with a loss of $80,373 a year ago.


                                      -11-


<PAGE>


On January 30, 2004, the Company completed the distribution of the Accounting
USA division to its shareholders as a non-cash dividend (see Note D). During the
current period, the Company incurred a loss of $151,109 from discontinued
operations including losses of $96,985 in the Accounting USA division and
$54,124 in the Rental Property division. This compares with a loss of $225,247 a
year ago. The year-ago period includes income of $45,379 from the sale of the
Company's payroll operation. The operating loss from discontinued operations was
offset by a $367,633 gain on the sale of rental property resulting in income
from discontinued operations of $216,524 for the first nine months of fiscal
2004. The company has accrued $9,000 for local income taxes that are not subject
to net operating loss carryforwards resulting in net income from discontinued
operations of $207,524.

The Company's net income increased $499,185 to $193,565 in the first nine months
of fiscal 2004 compared with a loss of $305,620 a year ago.

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

LIQUIDITY AND CAPITAL RESOURCES

Cash increased $341,163 to $363,107 during the nine months ended April 30, 2004,
primarily due to the net cash proceeds from the sale of the Company's sole
remaining rental property in the Company's first fiscal quarter. The sale of the
real estate property was completed on August 22, 2003 resulting in the repayment
of $543,150 in mortgage debt and receipt of $637,664 in net cash at settlement.
With the disposition in January 2004 of its Accounting USA operations, the
Company has no substantial ongoing capital or liquidity commitments.

                         ITEM 4: CONTROLS AND PROCEDURES

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

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


                                      -12-


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                           PART II: OTHER INFORMATION

                            ITEM 1. LEGAL PROCEEDINGS

As of July 21, 2004, the Company has no litigation current, pending or
threatened against it.

                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibit Index

EXHIBIT NO.     DESCRIPTION

   31.1         Section 302 Certification - CEO
   31.2         Section 302 Certification - CFO
   32           Section 906 Certifications - CEO & CFO

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


                                    SIGNATURE


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


                                            LINCOLN INTERNATONAL CORPORATION



                                            /s/ RICHARD FROCKT
                                            ________________________________
                                            Name:  Richard Frockt
                                            Title:  President
                                            Date:  July 21, 2004


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