Form 10-QSB/A
                                 Amendment No. 2



Item 5. In amendment number 2 Part II has been amended to state that this 10-QSB
has been reviewed by an independent registered public accounting firm.

                                  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, 2005

                          Commission file No. 0-05767

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


           Delaware                                       20-1748504
-------------------------------                    ---------------------
(State of other Jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                    Identification Number)


     641 Lexington Avenue, 25th Floor
           New York, New York                               10022
----------------------------------------                  ----------
(Address or principal executive offices)                  (Zip Code)

       (Registrants Telephone Number, Including Area Code) (212) 421-1616

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 [ ] NO [X]

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 July 1, 2005: 2,610,000 shares of common stock, $0.0001
par value.

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION

                                      INDEX

                                                                         PAGE(S)

Part I: Financial Information



     Item 1.  Financial Statements (Unaudited):

              Review report of Independent Registered Accounting Firm.........3

              Balance Sheets as of April 30, 2005
              and July 31, 2004...............................................4

              Statements of Operations for the three months
              ended April 30, 2005 and April 30, 2004.........................5

              Statements of Operations for the nine months
              ended April 30, 2005 and April 30, 2004.........................6

              Statements of Cash Flows for the nine months
              ended April 30, 2005 and April 30, 2004.........................7

              Notes to the Financial Statements...............................8



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



     Item 3.  Controls and Procedures........................................12



Part II: Other Information



     Item 2.  Unregistered Sale of Equity Securities and Use of Proceeds.....13

     Item 5.  Other information..............................................13

     Item 6.  Exhibits.......................................................13

     Signatures

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Lincoln International Corporation

We have reviewed the balance sheet of Lincoln International Corporation as of
April 30, 2005 and the related statements of operations for the three and
nine-month periods ended April 30, 2005, and statement of cash flows for the
nine-month period then ended. These financial statements are the responsibility
of the company's management.

We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying interim financial statements referred to above for
them to be in conformity with accounting principles generally accepted in the
United States of America.

/s/ Sherb & Co., LLP
    Sherb & Co., LLP

New York, New York

August 22, 2005

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION


                          PART 1: FINANCIAL INFORMATION


                          ITEM 1: FINANCIAL STATEMENTS
                                 BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                 4/30/05          7/31/04
                                                               ------------     ------------
                                                               (Unaudited)

                                     ASSETS
Current assets:
<S>                                                            <C>              <C>
  Cash                                                         $       869      $        --
                                                               ------------     ------------
            Total current assets                                       869               --
                                                               ------------     ------------
Total assets                                                   $       869      $        --
                                                               ============     ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accrued expenses                                             $    11,668      $    35,000
  Accrued interest                                                   2,655               --
  Notes payable - related party                                     65,000               --
                                                               ------------     ------------
            Total current liabilities                               79,323           35,000

Stockholders' deficit:
  Common stock, par value $0.0001 per share, 500,000,000
    shares authorized, 2,610,000 shares issued and
    outstanding (2,610,000 shares on 7/31/04)                    1,918,622        1,918,622
  Preferred stock, no par value, 50,000,000
    shares authorized, no shares issued and
    outstanding                                                         --               --
  Accumulated deficit                                           (1,997,076)      (1,953,622)
                                                               ------------     ------------

            Total stockholders' deficit                            (78,454)         (35,000)
                                                               ------------     ------------
            Total liabilities and
               stockholders' deficit                           $       869      $        --
                                                               ============     ============
</TABLE>

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

                                       4

<PAGE>

                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                            STATEMENTS OF OPERATIONS
                           FOR THE THREE MONTHS ENDED:
                                   (UNAUDITED)

                                                        4/30/05        4/30/04
                                                      -----------    -----------
Revenues                                              $       --     $       --
                                                      -----------    -----------

Costs and expenses:
  Cost of revenues                                            --             --
  Selling, general and administrative expenses            15,953         51,902
                                                      -----------    -----------
            Total costs and expenses                      15,953         51,902
                                                      -----------    -----------
            Loss from operations                         (15,953)       (51,902)
                                                      -----------    -----------

Other income (expense):
  Interest income (expense), net                          (1,374)         1,331
  Gain on the sale of securities                              --          6,230
                                                      -----------    -----------
            Total other income (expense)                  (1,374)         7,561

            Net loss from continuing
              operations                                 (17,327)       (44,341)

Discontinued operations (Note C):

  Net loss from discontinued operations                       --           (256)
                                                      -----------    -----------

            Net loss                                  $  (17,327)    $  (44,597)
                                                      ===========    ===========

Per Common Share:

  Net loss from continuing                            $    (0.01)    $    (0.02)
    operations

  Net loss from discontinued operations                       --          (0.00)
                                                      -----------    -----------
            Net loss                                  $    (0.01)    $    (0.02)
                                                      ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES
  USED IN CALCULATION OF BASIC AND
  DILUTED LOSS PER SHARE                               2,610,000      2,610,000
                                                      ===========    ===========


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 OPERATIONS
                           FOR THE NINE MONTHS ENDED:
                                   (UNAUDITED)

                                                   4/30/05            4/30/04
                                               -------------       -------------
Revenues                                       $          -        $          -
                                               -------------       -------------

Costs and expenses:
  Cost of revenues                                        -                   -
  Selling, general and administrative expenses       41,326              92,202
                                               -------------       -------------
            Total costs and expenses                 41,326              92,202
                                               -------------       -------------
            Loss from operations                    (41,326)            (92,202)
                                               -------------       -------------

Other income (expense):
  Interest expense, net                              (2,655)                 13
  Gain on surrender of common stock                       -              72,000
  Gain on the sale of securities                          -               6,230
  Miscellaneous income                                  527                   -
                                               -------------       ------------
            Total other income (expense)             (2,128)             78,243

            Net loss from continuing
              operations                            (43,454)            (13,959)

Discontinued operations (Note C):
  Loss from operations                                    -            (151,109)
  Gain on sale of property & equipment, net               -             367,633
                                               -------------       -------------
                                                          -             216,524

  Income tax expense                                      -               9,000
                                               -------------       -------------

Net income from discontinued operations                   -             207,524
                                               -------------       -------------
            Net income (loss)                  $    (43,454)       $    193,565
                                               =============       =============

Per Common Share:

  Net loss from continuing                     $      (0.02)       $      (0.01)
    operations

  Net income from discontinued operations                 -                0.08

                                               -------------       -------------
            Net income (loss)                  $      (0.02)       $       0.07
                                               =============       =============

WEIGHTED AVERAGE NUMBER OF SHARES
  USED IN CALCULATION OF BASIC AND
  DILUTED LOSS PER SHARE                          2,610,000           2,610,000
                                               =============       =============


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

                                       6

<PAGE>

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


                                                        4/30/05        4/30/04
                                                      -----------   ------------

Cash flows from operating activities:
  Net income (loss)                                   $  (43,454)   $   193,565
  Adjustments to reconcile net income (loss)
        to net cash used in operating activities:
        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
          Prepaid expenses and other assets                   --          5,839
        Increase (decrease) in:
          Accounts payable                                    --        (45,938)
          Accrued expenses                               (20,677)       (75,071)
          Accrued income taxes                                --          9,000
          Discontinued operations                             --          1,069
                                                      -----------    -----------
          Net cash used in
               operating activities                      (64,131)      (282,151)
                                                      -----------    -----------

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 of Common Stock, net                               --         12,465
  Dividend distribution                                       --        (90,380)
  Net payment on line of credit                               --        (47,500)
  Principal payments on capital lease obligation              --         (7,337)
  Principal payments on long-term debt                        --       (475,096)
  Proceeds (payments) on notes payable                    65,000        (52,819)
                                                      -----------    -----------
          Net cash provided  by (used)
               in financing activities                    65,000       (660,667)
                                                      -----------    -----------
          Net increase in cash                               869        341,163

          Cash at beginning of the year                       --         21,944
                                                      -----------    -----------
          Cash at end of period                       $      869     $  363,107
                                                      ===========    ===========
Supplemental disclosure of cash flow information:

Cash paid during the period for interest              $       --     $    3,184
                                                      ===========    ===========

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

                                       7

<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 ("Lincoln" or the "Company") at April 30, 2005 and July 31, 2004 and
the results of operations for the three and nine months ended April 30, 2005 and
April 30, 2004. The notes to the financial statements contained in the 2004 Form
10-KSB should be read in conjunction with these financial statements.

NOTE B - 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 its financial
statements, the Company has incurred recurring operating 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
described in Item 2, management is addressing these issues. The financial
statements do not include any adjustments that might result from the Company
being unable to continue as a going concern.

NOTE C - 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.

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 received 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, securities
and deposit account balances of approximately $450,000, which funds were
retained by the Company as well as liabilities estimated to be approximately
$33,000.

NOTE D - 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 200,000 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 200,000 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 of 2004 to account for this transaction.

NOTE E - MERGER & RECAPITALIZATION

On November 3, 2004, Lincoln International Corporation (a Kentucky corporation)
was re-domesticated from Kentucky to Delaware. This was effectuated by merging
Lincoln International Corporation (a Kentucky corporation) into Lincoln
International Corporation (a Delaware Corporation), a subsidiary formed
specifically to effect this re-domestication.

Concurrent with this re-domestication, the Company has increased the number of
authorized shares from three million (3,000,000) to five hundred fifty million
(550,000,000). Of these five hundred fifty million (550,000,000) shares, five
hundred million (500,000,000) shares are common stock, par value $0.0001, and
fifty million (50,000,000) are "blank check preferred stock" as provided for
under Delaware law. Blank check preferred stock is a series of preferred stock
that is authorized by a company's Certificate of Incorporation, but this series
of preferred stock will have those rights, preferences, and privileges as are
subsequently authorized by the Board of Directors at some time in the future.
The issuance of this blank check preferred stock will not require any further
vote or authorization by shareholders, and it can be issued by the Board of
Directors at any time.

                                       8

<PAGE>

NOTE F - NOTE PAYABLE - RELATED PARTY

Between September 27, 2004 and March 1, 2005, the Company's principal
shareholder has made a total of $65,000 in loan advances to the Company for
general corporate purposes. The notes are payable on demand, accrue interest at
an annual rate of 9.0%, and are convertible into 565,513 shares of common stock.
The notes also include warrants to purchase a total of 565,513 shares of common
stock at a strike price of $0.11 per share for a period of five years. The
strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.

NOTE G - STOCK DIVIDEND

On February 1, 2005, the Board of Directors declared a 999-to-1 stock dividend
for the common stock of the Company for all holders of common stock as of the
close of business on February 2, 2005. Total shares issued and outstanding
immediately following such stock dividend was 2,610,000. All per share
information in this report has be restated retroactively for this stock split.

NOTE H - SUBSEQUENT EVENT

Lincoln International Corporation ("Lincoln") has entered into a non-binding
letter of intent to merge with Show To Go, Inc., a private corporation existing
under the laws of the State of Delaware ("STG"). Should the transaction be
consummated, the stockholders of STG would acquire control of Lincoln and the
existing stockholders of Lincoln would hold approximately 10% of the combined
entity. The closing of the merger is subject to a number of conditions,
including completion of due diligence, negotiation of definitive transaction
documents and the closing by STG on a specified minimum amount of financing.
There is no assurance that any of the closing conditions will be achieved or
that the merger will be consummated.

                                       9

<PAGE>

                        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 was incorporated in 1960 in the Commonwealth
of Kentucky. During the current quarter, the Company had no commercial
operations. Previously, 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 of 2004 ended October 31, 2003, the Company sold its
last rental property and discontinued operations of the Rental Property
division. In the second fiscal quarter of 2004 ended January 31, 2004, the
Company distributed to its stockholders its operating company, AUSA, Inc.,
containing the Accounting USA division. From that point forward, the Company has
not had any commercial operations. On November 3, 2004, Lincoln International
Corporation (a Kentucky corporation) was re-domesticated from Kentucky to
Delaware by merging it with a Delaware corporation formed specifically to
facilitate this re-domestication.

Developments During the First Nine Months of Fiscal 2005

On August 6, 2004, certain shareholders representing 83.3% of the Company's
issued and outstanding shares sold their stock to a third party. The new
controlling shareholder has acquired the Common Stock of the Company as an
investment. In connection with the acquisition of the Common Stock all directors
and officers of the Company resigned and two designees selected by the new
principal owner were elected to the Board of Directors. The new Board of
Directors then elected two new officers, Derek Caldwell and Samir Masri, who
serve, respectively, as (a) President and Secretary and (b) Treasurer and
Assistant Secretary.

Between September 27, 2004 and March 1, 2005, the Company's principal
shareholder has made a total of $65,000 in loan advances to the Company for
general corporate purposes. The notes are payable on demand, accrue interest at
an annual rate of 9.0%, and are convertible into 565,513 shares of common stock.
The notes also include warrants to purchase a total of 565,513 shares of common
stock at a strike price of $0.11 per share for a period of five years. The
strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.

On October 20, 2004, a Schedule 14C Information Statement was filed by the
Company providing Notice of Action to be Taken by Written Consent of the
Stockholders. This action has been taken to authorize the merger of the Company,
a Kentucky corporation, into its wholly-owned subsidiary, Lincoln International
Corporation, a Delaware corporation, for the purpose of changing the state of
incorporation from Kentucky to Delaware. This transaction was subsequently
completed on November 3, 2004.

On February 1, 2005, the Board of Directors declared a 999-to-1 stock dividend
for the common stock of the Company for all holders of common stock as of the
close of business on February 2, 2005. Total shares issued and outstanding
immediately following such stock dividend was 2,610,000. All per share
information in this report has be restated retroactively for this stock split.

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
its financial statements, the Company has incurred recurring operating 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 described in Item 2, management is addressing these issues. The
financial statements do not include any adjustments that might result from the
Company being unable to continue as a going concern.

                                       10

<PAGE>

RESULTS OF OPERATIONS

Three Months Ended April 30, 2005 Compared to the Three Months Ended April 30,
2004

The Company had no commercial operations in the third fiscal quarter of 2005 and
2004 as all previous business operations were sold or discontinued in the prior
year. All activity is limited to corporate administration consisting generally
of professional services provided for legal, accounting, and general corporate
administration.

The Company incurred $15,953 in corporate administration costs in the third
fiscal quarter of 2005. Other expenses consisted of $1,374 of interest expense
accrued on notes payable to the Company's principal shareholder. The net loss
for the quarter totaled $17,327.

In the third fiscal quarter of 2004, operating expenses totaled $51,902
consisting of corporate administrative costs of $21,902 and an asset write-off
of $30,000. The Company earned $7,561 in other income including $1,331 in
interest income and a gain of $6,230 from sale of securities. Including a loss
of $256 from discontinued operations, the net loss for the quarter totaled
$44,597.

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, 2005 Compared to the Nine Months Ended April 30,
2004

The Company had no commercial operations in the first nine months of fiscal 2005
and 2004 as all previous business operations were sold or discontinued in the
prior year. All activity is limited to corporate administration consisting
generally of professional services provided for legal, accounting, and general
corporate administration.

The Company incurred $41,326 in operating expenses in the first nine months of
fiscal 2005. Other income and expenses consisted of $2,655 of interest expense
accrued on notes payable to the Company's principal shareholder and $527 of
income related to an income tax refund due. The net loss for the nine months
totaled $43,454.

In the first nine months of fiscal 2004, operating costs totaled $92,202
consisting of corporate administrative costs of $62,202 and an asset write-off
of $30,000. The Company incurred $13 of net interest expense during the period.
Other income consisted of a $72,000 gain on the surrender of common stock under
a litigation settlement agreement (see Note D) and a gain of the sale of
securities of $6,230. The net loss from continuing operations was $13,959 for
the quarter.

On January 30, 2004, the Company completed the distribution of the Accounting
USA division to its shareholders as a non-cash dividend (see Note C). During
this period, the Company incurred a loss of $151,109 from discontinued
operations including losses of a $97,241 in the Accounting USA division and
$53,868 in the Rental Property division. 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. Net income totaled $193,565 for the
quarter.

                                       11

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

In 2004, Lincoln liquidated and distributed substantially all of its assets,
liabilities and operations and, therefore, only has expenses related to
maintaining the corporate shell on an ongoing basis. Between September 27, 2004
and March 1, 2005, the Company's principal shareholder has loaned the Company a
total of $65,000 for general corporate purposes. The Company will continue to
require additional capital if it is to meet its current and future obligations.

ACQUISITION OR DISPOSITION OF ASSETS

None.



ITEM 3: 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-KSB. 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-QSB 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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 31, 2005, the Company's principal shareholder advanced an additional
$10,000 to the Company under the same terms and conditions as the September 27,
2004 promissory note described above. The additional advance is convertible into
87,002 shares of common stock and also includes a warrant to purchase 87,002
shares of common stock at a strike price of $0.11 per share for a period of five
years. The strike price equals the price per share paid in the August 6, 2004
stock purchase transaction which is believed to approximate fair market value.

On March 1, 2005, the Company's principal shareholder advanced an additional
$10,000 to the Company under the same terms and conditions as the September 27,
2004 promissory note described above. The additional advance is convertible into
87,002 shares of common stock and also includes a warrant to purchase 87,002
shares of common stock at a strike price of $0.11 per share for a period of five
years. The strike price equals the price per share paid in the August 6, 2004
stock purchase transaction which is believed to approximate fair market value.



ITEM 5. OTHER INFORMATION

This 10-QSB report was filed with the review of the interim financial statements
by an independent registered public accounting firm.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibit Index

Exhibit No.       Description
-----------       -----------

31.1              Certification of Chief Executive Officer pursuant to Section
                  302 of the Sarbanes Oxley Act of 2002

31.2              Certification of Chief Financial Officer pursuant to Section
                  302 of the Sarbanes Oxley Act of 2002

32.1              Certification of Chief Executive Officer pursuant to Section
                  906 of the Sarbanes Oxley Act of 2002

32.2              Certification of Chief Financial Officer pursuant to Section
                  906 of the Sarbanes Oxley Act of 2002

                                       13

<PAGE>

                                    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/ DEREK L. CALDWELL
                                    -------------------------------------
                                    Name:  Derek L. Caldwell
                                    Title: President and Chief Executive Officer
                                    Date:  August 23, 2005