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  April  30,  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)

2300 Greene Way, Suite 201                              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:

          Consolidated Balance Sheets as of April 30, 2001
              and July 31, 2000                                              3

          Consolidated Statements of Operations for the quarters
              ended April 30, 2001 and April 30, 2000                        4

          Consolidated Statements of Operations for the
              year-to-date periods ended April 30, 2001
              and April 30, 2000                                             5

          Consolidated Statements of Cash Flows for the
              year-to-date periods ended April 30, 2001
              and April 30, 2000                                           6 - 7

          Notes to the Consolidated Financial Statements                     8

     Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations          9 - 15

Part II: Other Information

     Item 6                                                                 16

     Signature                                                              17




<PAGE>
<TABLE>
<CAPTION>
                        LINCOLN INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                                                 (Unaudited)
                                                                   4/30/01              7/31/00
                                                                 -----------          -----------
                                     ASSETS
<S>                                                              <C>                  <C>
Current assets:
   Cash                                                          $   482,063          $    86,802
   Accounts receivable                                                95,488               55,348
   Note receivable                                                    85,245               38,023
   Other receivables                                                  11,348                6,627
   Prepaid expenses                                                   37,379               50,819
                                                                 -----------          -----------
             Total current assets                                    711,523              237,619
                                                                 -----------          -----------

Net property, plant and equipment                                  2,097,002            3,091,224
                                                                 -----------          -----------

Noncurrent assets:
   Investment in Winebrenner Capital Partners, LLC                   250,000                    0
   Goodwill, net                                                     187,700                    0
   Deferred tax asset                                                524,302              457,506
                                                                 -----------          -----------
             Total noncurrent assets                                 962,002              457,506
                                                                 -----------          -----------

             Total assets                                        $ 3,770,527          $ 3,786,349
                                                                 ===========          ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Line of credit                                                $         0          $   500,000
   Current maturities of long-term debt                               46,109               29,640
   Obligation under capital lease                                      3,806                3,048
   Accounts payable                                                   44,448               78,592
   Accrued expenses                                                   21,019               47,995
                                                                 -----------          -----------
             Total current liabilities                               115,382              659,275
                                                                 -----------          -----------

Noncurrent liabilities:
   Long-term debt, less current maturities                         1,055,400               70,784
   Obligation under capital lease                                      9,813               14,727
   Deferred tax liability                                            536,288              786,517
                                                                 -----------          -----------
             Total noncurrent liabilities                          1,601,501              872,028
                                                                 -----------          -----------

             Total liabilities                                     1,716,883            1,531,303
                                                                 -----------          -----------

Stockholders' equity
   Common stock, no par value, 3,000,000 shares
     authorized, 8,787 issued and outstanding
     (7,972 at 07/31/00)                                           1,993,998            1,879,898
   Retained earnings                                                  59,646             375,148
                                                                 -----------          -----------

             Total stockholders' equity                            2,053,644            2,255,046
                                                                 -----------          -----------

             Total liabilities and stockholders' equity          $ 3,770,527          $ 3,786,349
                                                                 ===========          ===========

<FN>
The accompanying notes are an integral part of the Consolidated Financial Statements.
</FN>
</TABLE>



                                        3

<PAGE>
<TABLE>
<CAPTION>

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

                                                                    4/30/01              4/30/00
                                                                 -----------          -----------

<S>                                                              <C>                  <C>
Revenues                                                         $   325,717          $   196,449
                                                                 -----------          -----------
Costs and expenses:
   Cost of revenues                                                  260,941              139,168
   Operating, general and administrative expenses                    245,322              340,654
                                                                 -----------          -----------

              Total costs and expenses                               506,263              479,822
                                                                 -----------          -----------

              Loss from operations                                  (180,546)            (283,373)
                                                                 -----------          -----------

Other income (expense):
   Gain on sale of property                                                0                    0
   Interest income                                                    14,758                    0
   Miscellaneous                                                           0                 (293)
   Interest expense                                                  (17,832)              (6,836)
                                                                 -----------          -----------

              Total other income (expense)                            (3,074)              (7,129)
                                                                 -----------          -----------

              Loss before income taxes                              (183,620)            (290,502)

Benefit from income taxes                                            (10,103)            (106,349)
                                                                 -----------          -----------

              Net loss                                           $  (173,517)         $  (184,153)
                                                                 ===========          ===========

              Net loss per common share                          $    (19.75)         $    (23.10)
                                                                 ===========          ===========


<FN>
The accompanying notes are an integral part of the Consolidated Financial Statements.
</FN>
</TABLE>

                                        4

<PAGE>
<TABLE>
<CAPTION>

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

                                                                    4/30/01              4/30/00
                                                                 -----------          -----------

<S>                                                              <C>                  <C>
Revenues                                                         $   834,840          $   503,057
                                                                 -----------          -----------
Costs and expenses:
   Cost of revenues                                                  728,462              450,155
   Operating, general and administrative expenses                    802,713              639,241
                                                                 -----------          -----------
              Total costs and expenses                             1,531,175            1,089,396
                                                                 -----------          -----------
              Loss from operations                                  (696,335)            (586,339)
                                                                 -----------          -----------
Other income (expense):
   Gain on sale of property                                           95,325                    0
   Interest income                                                    31,438                    0
   Miscellaneous                                                           0                  (68)
   Interest expense                                                  (63,219)              (6,781)
                                                                 -----------          -----------
              Total other income (expense)                            63,544               (6,849)
                                                                 -----------          -----------
              Loss before income taxes                              (632,791)            (593,188)

Benefit from income taxes                                           (317,289)            (144,889)
                                                                 -----------          -----------

              Net loss                                           $  (315,502)         $  (448,299)
                                                                 ===========          ===========
              Net loss per common share                          $    (35.91)         $    (56.23)
                                                                 ===========          ===========

<FN>
The accompanying notes are an integral part of the Consolidated Financial Statements.
</FN>
</TABLE>

                                        5

<PAGE>
<TABLE>
<CAPTION>

                        LINCOLN INTERNATIONAL CORPORATION
                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE NINE MONTHS ENDED TO APRIL 30
                                   (Unaudited)

                                                                    4/30/01              4/30/00
                                                                 -----------          -----------
<S>                                                              <C>                  <C>
Cash flows from operating activities:
   Net loss                                                      $  (315,502)         $  (448,299)
   Adjustments to reconcile net income
        to net cash used in operating activities
        Depreciation                                                 106,002               87,083
        Stock issued                                                   2,100                    0
        Amortization                                                  19,300                    0
        Gain on sale of property                                      95,325                    0
        Deferred taxes                                              (317,025)                   0
        (Increase) decrease in:
          Accounts receivable                                        (40,140)                   0
          Inventory                                                        0               (9,664)
          Other receivables                                          (51,943)             (48,826)
          Prepaid expenses                                            13,440             (107,598)
        Increase (decrease) in:
          Accounts payable                                           (34,144)               8,134
          Accrued expenses                                           (26,976)            (143,387)
                                                                 -----------          -----------

          Net cash used in operating activities                     (549,563)            (662,557)
                                                                 -----------          -----------
Cash flows from investing activities:
   Purchase of property and equipment                                (11,727)            (252,097)
   Proceeds from sale of property and equipment                      809,624                    0
   Purchase of Vena Marks & Associates, LLC                         (100,000)                   0
   Purchase of Investment in Winebrenner Capital Partners, LLC      (250,000)                   0
                                                                 -----------          -----------

        Net cash provided by (used in) investing activities          447,897             (252,097)
                                                                 -----------          -----------

<FN>
The accompanying notes are an integral part of the Consolidated Financial Statements.
</FN>


                                        6

<PAGE>
<CAPTION>
                                                                    4/30/01              4/30/00
                                                                 -----------          -----------
<S>                                                              <C>                  <C>
Cash flows from financing activities:
   Net borrowings under
      line of credit                                                 500,000              522,834
   Principal payments on capital lease obligation                     (4,156)                   0
   Proceeds from long-term debt                                       25,000                    0
   Principal payments on long-term debt                              (23,917)                   0
                                                                 -----------          -----------

        Net cash provided by financing activities                    496,927              522,834
                                                                 -----------          -----------

        Net increase (decrease) in cash                              395,261             (391,820)

        Cash at beginning of the year                                 86,802              405,984
                                                                 -----------          -----------

        Cash at end of period                                    $   482,063          $    14,164
                                                                 ===========          ===========

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                      $    63,219          $         0
                                                                 ===========          ===========

   Acquistion of Vena Marks & Associates, LLC
        Assets acquired:
          Property and equipment                                 $     5,000          $         0
          Goodwill                                                   123,000                    0
                                                                 -----------          -----------
                                                                 $   128,000          $         0
                                                                 ===========          ===========
        Payment for assets acquired
          Cash paid at closing                                   $   100,000          $         0
          Stock issued                                                28,000                    0
                                                                 -----------          -----------
                                                                 $   128,000          $         0
                                                                 ===========          ===========

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

        Payment for assets acquired
          Stock issued                                           $    84,000          $         0
                                                                 ===========          ===========

Supplemental schedule of noncash financing activities:
        Debt paid by refinancing                                 $ 1,000,000          $         0
                                                                 ===========          ===========

<FN>
The accompanying notes are an integral part of the Consolidated Financial Statements.
</FN>
</TABLE>



                                        7

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED 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 April 30, 2001 and July 31,  2000 and the results of  operations
for the  quarters  and year to date  periods  ended April 30, 2001 and April 30,
2000. The notes to the consolidated  financial  statements contained in the 2000
Annual Report to Shareholders  and  incorporated by reference into the 2000 Form
10-K should be read in conjunction with these consolidated financial statements.

NOTE 2 - SUBSEQUENT EVENTS

On May  20,  the  Company  sold  real  estate  located  at 2200  Greene  Way for
$1,250,000.  Concurrent  with the sale, a portion of the  proceeds  were used to
pay-off the first mortgage on the building totaling $498,858.90.  The balance of
the proceeds  will be retained and invested or be used in the  operations of the
Company.



















                                        8

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 APRIL 30, 2001

         The  results  and the  nature of  operations  for the  company  changed
dramatically  from 1998 through April 30, 2001.  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 trend  increasing of selling  directly to purchasers or end users
such as packing and slaughterhouses. In July of 1995, the company entered into a
ten-year  lease  of the  operation  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 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 if 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,    construction   of   possible    rentable    warehouses   and/or
office/warehouse  on the  portion  of the  property  not  used in the  livestock
auction operations.

         Notwithstanding  the  discovery  of lead  and  arsenic  in  significant
amounts on the property as well as asbestos roofing on a significant part of the
approximate  16 acres of roofing on that  facility,  the Home of the  Innocents,
Inc.  purchased  the site upon which the  auction  was  located in March 5, 1999
providing $3,377,991 in capital net of expenses.  Out of those sale proceeds the
first mortgage on the property to Stockyards  Bank in the amount of $385,605 was
paid off.


                                        9

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 April 30, 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 purchased  approximately 44,311 square feet of
professional office space in three (3) buildings located at 2200, 2300, 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  that 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.

         The company  continued  looking for other  businesses  to buy, to merge
with or to invest in that  would  allow the  company's  assets to be put to work
producing on-going revenue.

         After looking at many  acquisitions,  the company found a business that
represented potential for growth and expansion.

         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 contributed 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.  As of July 31, 2000 Lincoln  International  Corporation  had advanced
$1,490,000 of its 1.5 million dollar  investment  commitment in the newly formed
Accounting USA, Inc. Two of the Directors of Lincoln  International  Corporation
(Thurman L. Sisney and Richard J. Frockt) serve as two of the three Directors of
Accounting  USA,  Inc.  along  with the  third  Director,  Mr.  Brian  McDonald.
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 a client in Columbus, Ohio and one in the State of Vermont. 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

                                       10

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 April 30, 2001

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  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,  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.  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.

         On May 3, 2000 the company sold the 3,500 square foot commercial  space
located at 11860 Capital Way. The proceeds from the sale of this property,  plus
cash on hand, plus proceeds from the line of credit were to be the source of the
capital to be invested in Accounting USA. It was expected that the rental income
from the  commercial  property the company  owns,  would be  sufficient  to meet
current obligations, including debt service on the line of credit.

         In July 2000, Lincoln International Corporation  was  approached by the
Mountain   Economic   Development  Fund  ("MEDF")  of  201  South  Main  Street,
Winchester,  Kentucky 40391 through its Executive Director,  Mr. Grant Satterly,
requesting  financing  assistance for Admiralty Boats, Inc., d/b/a Boats Ltd., a
Kentucky  corporation  with its principal  office  located at 3516 Willow Spring
Road, Lexington, Kentucky 40509. MEDF requested a loan in the sum of One Hundred
Thousand Dollars  ($100,000.00) under a revolving line of credit for Boats, Ltd.
to increase their cash flow and allow more favorable purchasing of raw material.
Boats, Ltd. is in the business of manufacturing  bass fishing boats and sporting
boats  varying in sizes  from 15 feet to 22 feet.  MEDF is an  affiliate  of the
Christian  Appalachian  Project which is well known and reputable in its efforts
to retain and/or to create jobs in the  Appalachian  areas of Kentucky.  On July
13, 2000 the company  extended a one (1) year revolving line of credit to Boats,
Ltd.  for One Hundred  Thousand  Dollars  ($100,000).  Loan  proceeds  are to be
advanced based upon a pre-determined  ninety (90) percent of the  manufacturer's
cost to  manufacture.  Lincoln  receives a perfected,  secured  interest in each
boat, which security  interest is released only upon the sale of each respective
boat and upon receipt of one hundred (100) percent of the  manufacturer's  total
cost.  Lincoln  has the  exclusive  right to extend  the line of  credit  for an
additional one (1) year term.


                                       11

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 APRIL 30, 2001

         Acquisition  or  Disposition  of Assets:  The company  disposed of real
estate and improvements other than in the ordinary course of business on January
31, 2001:

         On October 31, 2000 the Board of Directors of the company  approved the
sale of real estate  located at 2300  Greene Way in  Louisville,  Kentucky.  The
company received an offer to purchase 2300 Greene Way from  Winebrenner  Capital
Partners,  LLC subject to normal conditions and contingencies  such as effecting
suitable  financing  and  acceptable  environmental  reports.  The  real  estate
includes  "Class B"  professional  office space of Twelve  Thousand Five Hundred
(12,500)  square feet  purchased  by the company on June 19,  1999.  The company
received One Million  Sixty-two  Thousand Five Hundred  Dollars  ($1,062,500) in
consideration  for  the  sale.  The  purchase  price  was  arrived  at by  using
Eighty-Five  Dollars  ($85.00) per square  foot.  The building is nine (9) years
old. The purchaser was Winebrenner  Capital  Partners,  LLC, a Kentucky  limited
liability  company,  with an address of 2300 Greene Way, Suite 200,  Louisville,
Jefferson County, Kentucky 40220. Winebrenner Capital Partners, LLC had been the
only tenant in the company's  building in over a year.  There exists no material
relationship between the company, any director or officer of the company, or any
associate of any such director or officer.

         As part of the consideration for the transaction, Lincoln International
Corporation  received Two Hundred Fifty Thousand Dollars  ($250,000) of stock in
Winebrenner  Capital  Partners,  LLC which is being  offered under an intrastate
offering at Five Dollars ($5.00) per share and  representing one percent (1%) of
the  company.  The balance of the sales price  totaled  $812,500 and was paid in
cash.  Winebrenner  Capital Partners,  LLC, a Kentucky limited liability company
formed in 1999, is an investment banking firm specializing in assisting small to
medium-sized businesses obtain capital in the public market, performing advisory
services and organizing private equity  placements.  The offering provides for a
maximum of 1,000,000  common shares sold in units of 5,000 shares at Twenty-five
Thousand Dollars ($25,000) per unit. The primary business of the company will be
to provide businesses with a cost effective,  expedient,  and efficient means of
raising  capital in the public markets  through the use of Internet  technology.
Through the company's website,  the investing public will have access to initial
public  offerings  ("IPO's")  that would  probably not be available to them in a
traditional IPO. In addition to the Fifty Thousand (50,000) shares,  the company
received a Warrant to purchase  another Fifty Thousand  (50,000) shares within a
three (3) year period at Five Dollars ($5.00) per share.

         Concurrent  with the sale of 2300 Greene Way, the company  restructured
its debt,  by  converting  a line of credit  upon which was owed One Million One
Hundred Fifty  Thousand  Dollars  ($1,150,000)  with  Commonwealth  Bank & Trust
Company,  1500 Shelbyville  Road,  Louisville,  Kentucky 40243 into a fixed rate
Mortgage bearing interest at 8.73% for One Million Dollars, and secured the debt
with a first  mortgage on the two buildings  located at 2200 Greene Way and 2211
Greene Way, both in the immediate proximity of the real estate having been sold.
The  proceeds  from the sale of 2300 Greene Way were used to pay off the amounts
owed on the line of credit after  converting  One Million  Dollars  ($1,000,000)
from the line of credit to a fixed rate  mortgage.  The balance of the  proceeds
will be  retained  and  invested  or used in  operations  and/or  other needs or
obligations of the company. A real estate commission of Twenty-Six Thousand Five
Hundred Sixty-Two Dollars and Fifty Cents ($26,562.50) was paid to


                                       12

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 APRIL 30, 2001

Grubb & Ellis/Commercial  Kentucky,  Inc. pursuant to an exclusive  sale/leasing
real estate contract.

         Effective November 1, 2000, the  Company  acquired  some assets and the
client listing of Vena Marks & Associates, LLC. The Company paid $100,000 to the
former  owner and  issued 200  shares of common  stock of Lincoln  International
Corporation  valued  at  $28,000.  Vena  Marks &  Associates,  LLC was a locally
operated bookkeeping and payroll service.

         On December 1,  2000, Lincoln  International  Corporation  merged  with
Accounting USA, Inc., of which Lincoln  International  Corporation owned 75%. In
exchange for the  remaining  25%, the minority  interest was given 600 shares of
Lincoln International Corporation common stock valued at $84,000.

         On December 1, 2000 the Board of Directors of the company  approved the
listing  for  sale  of real  estate  located  at 2200  and  2211  Greene  Way in
Louisville,  Kentucky. The company had previously,  on October 31, 2000 approved
the  sale of 2300  Greene  Way,  Louisville,  Kentucky  to  Winebrenner  Capital
Partners,  LLC and that  property was sold on January 31, 2001.  On February 20,
2001 the  company  entered  into a one (1) year  listing  agreement  with Walter
Wagner, Jr. Company Realtors to list the property located at 2200 Greene Way and
2211 Greene Way. There exists no material  relationship  between the company and
Walter  Wagner  Realtors.  The listing  agreement  calls for a standard  six (6)
percent real estate sales  commission.  If the company  sells the real estate to
existing  tenants,  the real  estate  commission  will be one (1) percent of the
sales  price,  if sold within a ninety (90) day period.  After a ninety (90) day
period the  standard  six (6) percent  commission  would be reduced to three (3)
percent instead of one (1) percent if the property is sold to existing tenants.

         On April 5,  2001 the  company  entered  into a  contract  to sell 2200
Greene Way to a Mr. Larry  Mitchell and Mr. Jim Pfieffer with an address of 2139
Edgeland  Avenue,  Unit 4, Louisville,  Kentucky 40204.  There exist no material
relationship  between the company and either of the two  individuals  purchasing
2200 Greene Way nor any material relationship between any Director or officer of
the company or any associate of any such Director or officer. 2200 Greene Way is
a professional office building classified as "Class B" professional office space
of 16,539 square feet. The sales contract entered into on April 5, 2001 is for a
purchase   price  of  One   Million   Two   Hundred   Fifty   Thousand   Dollars
($1,250,000.00). The purchase price was arrived at in negotiation based upon the
investment  analysis of the net income of the  property  using a  capitalization
rate  between  nine (9)  percent  and ten (10)  percent.  At a nine (9)  percent
capitalization rate the building would be worth One Million Three Hundred Thirty
Nine  Thousand  Seventy-Seven  Dollars  ($1,339,077.00)  and at ten (10) percent
capitalization  rate it would be worth One Million Two Hundred Five Thousand One
Hundred Sixty-Nine Dollars ($1,205,169.00). The building is seven (7) years old.
As part of the  transaction  the company  agreed to an additional one year lease
with two one year  options  for the  space  occupied  for  Accounting  USA.  The
proceeds  from the sale of the building will go first to retire the Four Hundred
Ninety-Eight  Thousand  Eight  Hundred  Fifty-Eight  Dollars  and  Ninety  Cents
($498,858.90) long-term mortgage against the property with Commonwealth Bank and
Trust Company of Louisville,  Kentucky. The balance of the proceeds will be used
for future investments and/or operations.  At this time, other than retiring the
mortgage against the


                                       13

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 APRIL 30, 2001

property,  there are no  pre-determined  uses  specified  for the balance of the
sales  proceeds.  Closing  on the sale of the real  estate has been set for 2:00
p.m. on May 30, 2001.

         Net  working capital  increased approximately  $1,017,797 from July 31,
2000 to April 30, 2001 due largely in part to the disposition of the real estate
located at 2300 Greene Way. A portion of the cash proceeds were used to pay down
the line of credit,  leaving  additional  cash for use in operations.  Also, the
line of credit was  converted  into a fixed rate  mortgage  bearing  interest at
8.73%.

         The sale of 2200 Greene Way, after pay-off of the existing Four Hundred
Ninety-Eight  Thousand  Eight  Hundred  Fifty-Eight  Dollars  and  Ninety  Cents
($498,858.90)  mortgage debt on the property and closing expenses,  will provide
approximately  Six Hundred Fifty Thousand  Dollars  ($650,000) in capital.  This
along with the approximate Four Hundred Thousand Dollars ($400,000) held as cash
will provide  slightly  over One Million  Dollars  ($1,000,000)  in  immediately
available capital.  After the sale of 2200 Greene Way, the company will own only
one (1) parcel of real estate, 2211 Greene Way, Louisville,  Kentucky,  and that
property has a cash flow of One Hundred Forty Three Thousand Dollars  ($143,000)
per year.  This cash flow plus  earnings from  investments  are adequate to meet
immediate and near term  obligations of the company,  while Accounting USA, Inc.
is becoming  profitable and while other investment  opportunities are evaluated.
The long-term  liquidity  needs of the company are largely  predicated  upon the
success of Accounting  USA, a start-up  company that will not reach a break-even
point  until  the  fall  of  2001.  Therefore,  the  ultimate  profitability  of
Accounting USA will dictate, to some extent, the liquidity of the company. Other
capital  resources  will be  evaluated  on an on-going  basis.  The sale of real
estate raising  additional equity capital and the merger or sale of a portion of
Accounting USA represent only  potential or possible  additional  sources in the
future.

         Litigation  Report: On March 23, 1999, two minority  shareholders,  Mr.
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 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(b)(6)
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
validated  the reverse  split of the company  completed on April 5, 1998. In its
decision  the Court  noted  that "the  issue is not  whether  a  plaintiff  will
ultimately prevail but whether the plaintiff is entitled to offer evidence to

                                       14

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 APRIL 30, 2001

support the claims".  Subsequent to the Court's Order,  the company answered the
Complaint denying any and all allegations of impropriety. On Wednesday, February
21, 2001 the company  began taking the  deposition  of the  plaintiffs  prior to
responding  to  Plaintiffs  Motion to Certify the action as a Class  Action.  On
February 16, 2001 a scheduling conference was held in the United States District
Court in which the parties were given until  October,  2001 in order to complete
discovery.  At the February 16, 2001 scheduling  conference,  the Court approved
the company  taking the  depositions  of the two existing  Plaintiffs as well as
Sarah Foree,  the Plaintiff  who  voluntarily  withdrew from the Action,  before
addressing any issues related to certifying the case as a Class Action. On April
1,  2001 the  Deposition  of  Plaintiff  Mr.  Merle  Brewer  was  scheduled  but
terminated  subsequent to counsel for the  Plaintiff  directing the Plaintiff to
not  answer  questions  and the  deponent  and his  legal  counsel  leaving  the
deposition. On April 20, 2001 under sanction of the Court the Deposition for Mr.
Brewer was to continue.  Instead,  an Agreed Motion to Stay Discovery based upon
the  likelihood  of  settlement   subsequently  was  entered  and  a  settlement
conference scheduled for June 11, 2001. Counsel for the corporation continues to
give little merit to the Complaint or Causes of Action raised by the Plaintiffs.













                                       15


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                           PART II: Other Information

item 6.

NO DIVIDENDS WERE PAID BY THE COMPANY DURING THE INTERIM PERIOD.

Lincoln  International  Corporation  filed Form 8K during the current quarter on
June 11, 2001 detailing the sale of 2200 Greene Way.




























                                       16


<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



                                             By:/s/THURMAN L. SISNEY
                                                -------------------------------
                                                   Thurman L. Sisney, President

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

Dated this 11th day of June, 2001











                                       17