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 October 31, 2001      Commission file No. 0-0767
                               __________________

                        LINCOLN INTERNATIONAL CORPORATION

             (Exact Name of Registrant as specified in its charter)

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

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 October 31, 2001
              and July 31, 2001                                             3

          Statements of Operations for the quarters
              and year-to-date periods ended October 31, 2001
              and October 31, 2000                                        4 - 5

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

          Notes to the Financial Statements                                 7

     Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations          8 - 13

Part II: Other Information

     Item 6                                                                14

     Signature                                                             15


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<CAPTION>

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


                                                            (Unaudited)
                                                             10/31/01        7/31/01
                                                            __________      __________
<S>                                                         <C>             <C>

                                     ASSETS
Current assets:
   Cash                                                     $  779,549      $  974,897
   Accounts receivable, net of allowance for
   doubtful accounts of $400 ($400 at 07/31/01)                 87,321          83,212
   Note receivable, net of allowance for
   doubtful accounts of $37,128 ($35,100 at 07/31/01)           49,747          52,747
   Other receivables                                            14,166          13,429
   Prepaid expenses                                             29,407          20,948
                                                            __________      __________
             Total current assets                              960,190       1,145,233
                                                            __________      __________

Net property, plant and equipment                            1,086,274       1,117,443
                                                            __________      __________

Noncurrent assets:
   Investment in Winebrenner Holding Corp.                     250,000         250,000
   Goodwill, net                                               168,765         178,691
   Deferred tax asset                                          291,565         289,151
                                                            __________      __________
             Total noncurrent assets                           710,330         717,842
                                                            __________      __________

             Total assets                                   $2,756,794      $2,980,518
                                                            ==========      ==========

                                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current maturities of long-term debt                     $   39,962      $   39,103
   Obligation under capital lease                                3,850           3,730
   Accounts payable                                            157,905         153,592
   Accrued expenses                                             38,743          50,873
   Income taxes payable                                         18,433          18,433
                                                            __________      __________
             Total current liabilities                         258,893         265,731
                                                            __________      __________

Noncurrent liabilities:
   Long-term debt, less current maturities                     551,886         562,054
   Obligation under capital lease                               10,330          11,266
   Deferred tax liability                                      291,565         289,151
                                                            __________      __________
             Total noncurrent liabilities                      853,781         862,471
                                                            __________      __________

             Total liabilities                               1,112,674       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)                                (349,878)       (141,682)
                                                            __________      __________

             Total stockholders' equity                      1,644,120       1,852,316
                                                            __________      __________

             Total liabilities and stockholders' equity     $2,756,794      $2,980,518
                                                            ==========      ==========

       The accompanying notes are an integral part of the financial statements.

                                        3

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<CAPTION>



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

                                                             10/31/01        10/31/00
                                                            __________      __________
<S>                                                         <C>             <C>

Revenues                                                    $  309,676      $  224,982
                                                            __________      __________

Costs and expenses:
   Cost of revenues                                            255,282         346,787
   Operating, general and administrative expenses              259,940         157,743
                                                            __________      __________

             Total costs and expenses                          515,222         504,530
                                                            __________      __________

             Loss from operations                             (205,546)       (279,548)
                                                            __________      __________

Other income (expense):
   Interest income                                              10,888               0
   Loss on uncollectible note receivable                        (2,028)              0
   Interest expense                                            (11,510)        (14,636)
                                                            __________      __________

             Total other income (expense)                       (2,650)        (14,636)
                                                            __________      __________

             Loss before income taxes                         (208,196)       (294,184)

Benefit from income taxes                                            0        (112,189)
                                                            __________      __________

             Net loss                                       $ (208,196)     $ (181,995)
                                                            ==========      ==========

             Net loss per common share                      $   (23.69)     $   (22.83)
                                                            ==========      ==========

       The accompanying notes are an integral part of the financial statements.

                                        4

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<CAPTION>


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

                                                             10/31/01        10/31/00
                                                            __________      __________
<S>                                                         <C>             <C>

Revenues                                                    $  309,676      $  224,982
                                                            __________      __________

Costs and expenses:
   Cost of revenues                                            255,282         346,787
   Operating, general and administrative expenses              259,940         157,743
                                                            __________      __________

             Total costs and expenses                          515,222         504,530
                                                            __________      __________

             Loss from operations                             (205,546)       (279,548)
                                                            __________      __________

Other income (expense):
   Interest income                                              10,888               0
   Loss on uncollectible note receivable                        (2,028)              0
   Interest expense                                            (11,510)        (14,636)
                                                            __________      __________

             Total other income (expense)                       (2,650)        (14,636)
                                                            __________      __________

             Loss before income taxes                         (208,196)       (294,184)

Benefit from income taxes                                            0        (112,189)
                                                            __________      __________

             Net loss                                       $ (208,196)     $ (181,995)
                                                            ==========      ==========

             Net loss per common share                      $   (23.69)     $   (22.83)
                                                            ==========      ==========


       The accompanying notes are an integral part of the financial statements.


                                        5

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<CAPTION>

                       LINCOLN INTERNATIONAL CORPORATION
                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                            STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED TO OCTOBER 31
                                   (Unaudited)

                                                             10/31/01        10/31/00
                                                            __________      __________
<S>                                                         <C>             <C>

Cash flows from operating activities:
   Net loss                                                 $ (208,196)     $ (181,995)
   Adjustments to reconcile net income
       to net cash used in operating activities
       Depreciation and amortization                            48,042          38,298
       Bad debt                                                  2,028               0
       Deferred taxes                                                0        (112,189)
       (Increase) decrease in:
          Receivables                                           (3,874)        (31,340)
          Prepaid expenses                                      (8,459)         (9,338)
       Increase (decrease) in:
          Accounts payable                                       4,313          (3,717)
          Accrued expenses                                     (12,130)        (15,467)
                                                            __________      __________

       Net cash used in operating activities                  (178,276)       (315,748)
                                                            __________      __________

Cash flows from investing activities:
   Purchase of property and equipment                           (6,947)         (8,475)
                                                            __________      __________

Cash flows from financing activities:
   Net borrowings under
      line of credit                                                 0         300,000
   Principal payments on capital lease obligation                 (816)           (911)
   Principal payments on long-term debt                         (9,309)         (7,118)
                                                            __________      __________

       Net cash provided by (used in) financing activities     (10,125)        291,971
                                                            __________      __________

       Net decrease in cash                                   (195,348)        (32,252)

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

       Cash at end of period                                $  779,549      $   54,550
                                                            ==========      ==========

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                 $   11,451      $   14,636
                                                            ==========      ==========


       The accompanying notes are an integral part of the financial statements.


                                        6

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<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 October 31, 2001 and July 31, 2001 and the results of operations
for the quarters and year to date periods ended October 31, 2001 and October 31,
2000. 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.


                                        7


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                OCTOBER 31, 2001


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)
                                OCTOBER 31, 2001


         Faced with  significant  capital  gains on the sale proceeds as well as
the lost  revenue  stream from  leasing  the  property,  the  company  sought to
purchase  professional  office rental  property under United States Code Section
1031,  which allows  deferral of capital gains if the sales  proceeds are timely
reinvested  in  property.  Accordingly,  on May 3, 1999 the company  purchased a
3,500 square foot office/warehouse at 11860 Capital Way in Louisville, Kentucky.
Then on June 18, 1999 the company purchase  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)
                                OCTOBER 31, 2001


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  into  Accounting  USA and the total
amount has increased to 1.9 Million.

RESULTS OF OPERATIONS

         The primary  focus of the  company  over the last two years has been to
move Accounting USA, Inc. to a break-even point.

INCOME STATEMENT

         Accounting  service fee revenue  increased by 107.5% the quarter  ended
October 31, 2001,  compared to the same quarter one year ago. Actual  accounting
service fee revenues were $127,931 and $265,443  respectively  for the quarterly
periods ended October 31, 2000 and 2001.  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.  The company
plans to increase its billing rate, on average,  by another 5% during the second
half of the fiscal year July 31,  2002.  This rate  increase is not  expected to
impact the company's growth rate in terms of new clients sold.

         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  from  $118,571 to $156,483 as we compare the quarterly
periods ended October 31, 2000 and 2001, but as a percentage of service revenue,
the accounting  department's  cost actually fell from 92.7% of sales to 59.0% of
sales.  The  second  largest  cost of sales  area of the  company,  the  payroll
department,  actually  experienced  both a dollar cost  increase from $29,863 to
$73,921 as well as a percentage  increase  from 23.3% of sales to 27.8% of sales
as  we  compare  the  quarterly   periods  ended  October  31,  2000  and  2001,
respectively.   Increased   efficiencies  in  processing  methods  and  improved
management  techniques  were  important  reasons  for  the  improvement  in  the
performance of the accounting  department.  Relative to the payroll  department,
the company  closed this  department  during this 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.


                                       10


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                OCTOBER 31, 2001


         Sales and  marketing  cost  actually  decreased  from  $93,239  for the
quarterly  period  ended  October 31, 2000 to $48,719 for the  quarterly  period
ended October 31, 2001, or a 47.7% 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.

         Depreciation  expense  increased from $19,779 for the quarterly  period
ended  October 31, 2000 to $31,950 for the  quarterly  period ended  October 31,
2001.

         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 $5,010 to $15,542 as we
compare the quarterly  periods  ended October 31, 2000 to October 31, 2001.  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 $81,129 for  quarterly  period ended October 31, 2000 to
$90,338 for the quarterly  period ended  October 31, 2001, or a 11.4%  increase.
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

         The company's accounts receivable  increase by 102.9%,  based upon open
receivables  at October 31,  2000 of $46,010  compared  to open  receivables  of
$93,348 at October 31, 2001.  This  increase in open  receivables  is consistent
with the company's increases sales volume.

         Gross fixed  assets  increased  from their  October  31, 2000  position
$374,618  to the  October  31,  2001  position  of  $444,937,  or an increase of
$70,319.  The  increased  expenditures  were  primarily  related  to  technology
equipment and software.  The company is not anticipating  making any significant
expenditures in the near future since most of the technology  infrastructure  is
in place.

         The company is currently  amortizing an intangible asset referred to as
Capital Client Listing associated with the acquisition of a competitor's  client
base in the prior fiscal  year.  As of October 31,  2001,  the gross  intangible
asset basis was $125,322 with accumulated  amortization of $25,157.  No balances
existed relative to this asset as of October 31, 2000.

         Trade accounts  payable  increased from their October 31, 2000 position
of $7,796 to their October 31, 2001 position of $25,948.


                                       11


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                OCTOBER 31, 2001


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 $780,000 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  fiscal  year  July 31,  2002.  It is
believed,  based upon current  projections no more than $150,000 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.


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<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                OCTOBER 31, 2001


         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.

         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.


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<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.


















































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<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 December, 2001








































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