Form 10-Q/A

                        SECURITIES AND EXCHANGE COMMISION
                                WASHINGTON, D.C.
                               __________________

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

    For the Quarter ended January 31, 2002     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 January 31, 2002
              and July 31, 2001                                             3

          Statements of Operations for the quarters
              and year-to-date periods ended January 31, 2002
              and January 31, 2001                                        4 - 5

          Statements of Cash Flows for the
              year-to-date periods ended January 31, 2002
              and January 31, 2001                                        6 -7

          Notes to the Financial Statements                                 8

     Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations         9 - 14

Part II: Other Information

     Item 6                                                                15

     Signature                                                             16




<PAGE>
<TABLE>
<CAPTION>

                        LINCOLN INTERNATIONAL CORPORATION
                         PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                                 BALANCE SHEETS
                                                                  (Unaudited)
                                                                    1/31/02               7/31/01
                                                               ----------------     ----------------
                                     ASSETS
<S>                                                            <C>                  <C>
Current assets:
   Cash                                                        $        633,269     $        974,897
   Accounts receivable, net of allowance for
    doubtful accounts of $400 ($400 at 07/31/01)                         82,138               83,212
   Note receivable, net of allowance for
    doubtful accounts of $39,133 ($35,100 at 07/31/01)                   49,747               52,747
   Other receivables                                                     15,186               13,429
   Prepaid expenses                                                      26,640               20,948
                                                                ---------------      ---------------
             Total current assets                                       806,980            1,145,233
                                                                ---------------      ---------------

Net property, plant and equipment                                     1,057,029            1,117,443
                                                                ---------------      ---------------
Noncurrent assets:
   Goodwill, net                                                        158,838              178,691
   Deferred tax asset                                                   293,981              289,151
                                                                ---------------      ---------------
             Total noncurrent assets                                    452,819              467,842
                                                                ---------------      ---------------
Total assets                                                   $      2,316,828     $      2,730,518
                                                                ===============      ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current maturities of long-term debt                        $         40,839     $         39,103
   Obligation under capital lease                                         3,687                3,730
   Accounts payable                                                     155,917              153,592
   Accrued expenses                                                      52,183               50,873
   Income taxes payable                                                       0               18,433
                                                                ---------------      ---------------
             Total current liabilities                                  252,626              265,731
                                                                ---------------      ---------------

Noncurrent liabilities:
   Long-term debt, less current maturities                              541,492              562,054
   Obligation under capital lease                                         9,190               11,266
   Deferred tax liability                                               293,981              289,151
                                                                ---------------      ---------------
             Total noncurrent liabilities                               844,663              862,471
                                                                ---------------      ---------------

             Total liabilities                                        1,097,289            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)                                         (524,459)            (141,682)
    Accumulated other comprehensive income - unrealized
       loss on investment                                              (250,000)            (250,000)
                                                                ---------------      ---------------

             Total stockholders' equity                               1,219,539            1,602,316
                                                                ---------------      ---------------
             Total liabilities and stockholders' equity        $      2,316,828     $      2,730,518
                                                                ===============      ===============
</TABLE>

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

                                        3
<PAGE>
<TABLE>
<CAPTION>

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

                                                                     1/31/02              1/31/01
                                                               -----------------     --------------

<S>                                                            <C>                   <C>
Revenues                                                       $         334,944     $      284,141
                                                                ----------------      -------------

Costs and expenses:
   Cost of revenues                                                      237,208            120,734
   Operating, general and administrative expenses                        262,512            399,648
                                                                ----------------      -------------

             Total costs and expenses                                    499,720            520,382
                                                                ----------------      -------------

             Loss from operations                                       (164,776)          (236,241)
                                                                ----------------      -------------
Other income (expense):
   Gain on sale of property                                                    0             95,325
   Interest income                                                         7,208             16,680
   Loss on uncollectible note receivable                                  (2,005)                 0
   Interest expense                                                      (15,004)           (30,751)
                                                                ----------------      -------------

             Total other income (expense)                                 (9,801)            81,254
                                                                ----------------      -------------

             Loss before income taxes                                   (174,577)          (154,987)
Benefit from income taxes                                                      0           (195,000)
                                                                ----------------      -------------

             Net income (loss)                                 $        (174,577)    $       40,013
                                                                ================      =============

             Net income (loss) per common share                $          (19.87)    $         4.55
                                                                ================      =============
</TABLE>

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



                                        4

<PAGE>
<TABLE>
<CAPTION>

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

                                                                    1/31/02               1/31/01
                                                               -----------------     ----------------

<S>                                                            <C>                   <C>
Revenues                                                       $         644,620     $        509,123
                                                                ----------------      ---------------

Costs and expenses:
   Cost of revenues                                                      492,490              467,521
   Operating, general and administrative expenses                        522,452              557,391
                                                                ----------------      ---------------

             Total costs and expenses                                  1,014,942            1,024,912
                                                                ----------------      ---------------

             Loss from operations                                       (370,322)            (515,789)
                                                                ----------------      ---------------
Other income (expense):
   Gain on sale of property                                                    0               95,325
   Interest income                                                        18,096               16,680
   Loss on uncollectible note receivable                                  (4,033)                   0
   Interest expense                                                      (26,514)             (45,387)
                                                                ----------------      ---------------

             Total other income (expense)                                (12,451)              66,618
                                                                ----------------      ---------------

             Loss before income taxes                                   (382,773)            (449,171)

Benefit from income taxes                                                      0             (307,186)
                                                                ----------------      ---------------

             Net loss                                          $        (382,773)    $       (141,985)
                                                                ================      ===============

             Net loss per common share                         $          (43.56)    $         (16.16)
                                                                ================      ===============

</TABLE>


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


                                        5

<PAGE>
<TABLE>
<CAPTION>

                        LINCOLN INTERNATIONAL CORPORATION
                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                       FOR THE SIX MONTHS ENDED JANUARY 31
                                   (Unaudited)

                                                                        1/31/02               1/31/01
                                                                   -----------------     ---------------
<S>                                                                <C>                   <C>
Cash flows from operating activities:
   Net loss                                                        $        (382,773)    $      (141,985)
   Adjustments to reconcile net loss
       to net cash used in operating activities
       Depreciation                                                           76,233              75,374
       Stock issued                                                                0               2,100
       Amortization                                                           19,851               8,950
       Gain on sale of property                                                    0              95,325
       Deferred taxes                                                              0            (306,922)
       (Increase) decrease in:
         Accounts receivable                                                   1,074              (8,545)
         Other receivables                                                     1,243            (302,538)
         Prepaid expenses                                                     (5,692)              7,170
       Increase (decrease) in:
         Accounts payable                                                      2,325              (7,675)
         Accrued expenses                                                    (17,124)             18,516
                                                                    ----------------      --------------

         Net cash used in operating activities                              (304,863)           (560,230)
                                                                    ----------------      --------------

Cash flows from investing activities:
   Purchase of property and equipment                                        (15,820)             (6,505)
   Proceeds from sale of property and equipment                                    0             809,624
   Purchase of Vena Marks & Associates, LLC                                        0            (100,000)
   Purchase of Investment in Winebrenner Capital Partners, LLC                     0            (250,000)
                                                                    ----------------      --------------

       Net cash provided by (used in) investing activities                   (15,820)            453,119
                                                                    ----------------      --------------
</TABLE>






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


                                        6

<PAGE>
<TABLE>
<CAPTION>
                        LINCOLN INTERNATIONAL CORPORATION
                          PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)
                       FOR THE SIX MONTHS ENDED JANUARY 31
                                   (Unaudited)


                                                                        1/31/02               1/31/01
                                                                   -----------------     ---------------
<S>                                                                <C>                   <C>
Cash flows from financing activities:
   Net borrowings under
      line of credit                                                               0             500,000
   Principal payments on capital lease obligation                             (2,119)             (2,294)
   Principal payments on long-term debt                                      (18,826)            (14,381)
                                                                    ----------------      --------------

       Net cash provided by (used in) financing activities                   (20,945)            483,325
                                                                    ----------------      --------------

       Net increase (decrease) in cash                                      (341,628)            376,214

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

       Cash at end of period                                       $         633,269     $       463,016
                                                                    ================      ==============

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                        $          26,494     $        45,387
                                                                    ================      ==============

Acquistion of Vena Marks & Associates, LLC
       Assets acquired:
         Property and equipment                                    $               0     $         5,000
         Goodwill                                                                  0             123,000
                                                                    ----------------      --------------
                                                                   $               0     $       128,000
                                                                    ================      ==============

       Payment for assets acquired
         Cash paid at closing                                      $               0     $       100,000
         Stock issued                                                              0              28,000
                                                                    ----------------      --------------
                                                                   $               0     $       128,000
                                                                    ================      ==============

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

       Payment for assets acquired
         Stock issued                                              $               0     $             0
                                                                    ================      ==============

Supplemental schedule of noncash financing activities:

       Debt paid by refinancing                                    $               0     $     1,000,000
                                                                    ================      ==============
</TABLE>

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



                                        7

<PAGE>

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

NOTE 1 - MANAGEMENT'S STATEMENT

In the opinion of management the accompanying unaudited financial statements
contain all adjustments (all of which are normal and recurring in nature)
necessary to present fairly the financial position of Lincoln International
Corporation at January 31, 2002 and July 31, 2001 and the results of operations
for the quarters and year to date periods ended January 31, 2002 and January 31,
2001. 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 - 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.

                                        8


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                JANUARY 31, 2002

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.

                                        9

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                JANUARY 31, 2002

         Faced with significant capital gains on the sale proceeds as well as
the lost revenue stream from leasing the property, the company sought to
purchase professional office rental property under United States Code Section
1031, which allows deferral of capital gains if the sales proceeds are timely
reinvested in property. Accordingly, on May 3, 1999 the company purchased a
3,500 square foot office/warehouse at 11860 Capital Way in Louisville, Kentucky.
Then on June 18, 1999 the company purchased approximately 44,311 square feet of
professional office space in three (3) buildings located at 2200, 2310, and 2211
Greene Way in Louisville, Kentucky. The combined gross revenue from the four
pieces of property had the potential to generate gross revenue of $560,694 or
$332,488 in revenue net of expenses using historically provided expenses
representing 37.77% of gross income. This represented a cash flow larger than
existed under leasing the livestock auction business and more than adequate to
meet existing obligations and long term obligations, given the company had only
one (1) employee and at that time, no debt.

         The company received a One Million Dollar line of credit, secured by a
mortgage against the property located at 2200, 2300, and 2211 Greene Way to be
used for property improvement, working capital and expenses related to seeking
new opportunities for the company. The acquisitions of commercial real estate by
the company resulted in a revenue stream and improved liquidity. They also
represent a capital resource, which if subsequently sold, could result in the
capital gains from such sale being totally obviated by the company's net
operating losses. It was anticipated the $1,000,000 line of credit could easily
be converted to a long-term, fixed rate mortgage given the fact that the
property purchased for $2,800,000 at 2200, 2211, and 2300 Greene Way had no debt
against it other than that represented by the line of credit.

         On August 6, 1999 the Board of Directors of Lincoln approved the
investment of up to 1.5 million dollars in a newly formed corporation,
Accounting USA, Inc. Mr. Brian McDonald, MBA/CPA had established a company known
as Accounting Outsource Solutions, LLC, within the preceding 2-1/2 years. Under
a Merger Agreement, Accounting Outsource Solutions, LLC was converted into
Accounting USA, Inc. in return for 25% of the equity. Lincoln International
Corporation in return for its investment received 75% of the equity of
Accounting USA. Inc., which was incorporated in the State of Nevada on September
30, 1999. On December 1, 2000, Accounting USA, Inc. merged into the Company. In
exchange for the minority interest, the Company issued 600 shares of the
Company's common stock to the minority interest. Accounting USA, Inc. provides
accounting/bookkeeping and payroll services for small to medium sized businesses
primarily in the Louisville area. It does, however, service clients outside of
the Louisville area on a limited basis, including clients in Georgia, Vermont,
and New Hampshire. Accounting USA, Inc. has developed and provides Internet
access for its clients into its accounting platform. The business is not
seasonal nor is it dependant on any particular customers. Direct competition for
the outsourcing of the accounting/payroll business is in effect non-existent in
the Louisville, Kentucky area. Many small to medium sized businesses employ
in-house personnel to perform the accounting/bookkeeping responsibility although
this is usually done on a historical basis as compared with or contrasted to the
services provided by Accounting USA, Inc. on a "real time" basis. Accounting
USA, Inc.'s core functions are: accounts payable; accounts receivable; payroll;
job cost; bank reconciliation; time and billing; and financial statements.
Accounting USA, Inc. also provides numerous customized financial reports to its
clients. The primary market channels for Accounting USA, Inc. are direct sales
and business partnerships with banks, CPA's or other businesses.

                                       10

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                JANUARY 31, 2002

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 in Accounting USA.

RESULTS OF OPERATIONS FOR ACCOUNTING USA, INC.

STATEMENT OF INCOME FOR ACCOUNTING USA, INC.

Accounting service fee revenue increased by 39.7% the quarter ended January 31,
2002, compared to the same quarter one year ago. Actual accounting service fee
revenues were $208,038 and $290,712 respectively for the quarterly periods ended
January 31, 2001 and 2002. 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. For the six months ended
January 31, 2001 and 2002, accounting service revenues increased from $335,969
to $556,155, or 65.5%.

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 slightly from $159,400 to $162,770 as we compare the quarterly periods
ended January 31, 2001 and 2002, but as a percentage of service revenue, the
accounting department's cost actually fell from 76.6% of sales to 56.0% of
sales. Increased efficiencies in processing methods and improved management
techniques were important reasons for the improvement in the performance of the
accounting department. For the six months ended January 31, 2001 and 2002,
respectively, accounting department costs increased from $277,972 to $319,253,
or 14.8%.

The second largest cost of sales area of the company, the payroll department,
experienced a dollar cost increase from $37,261 to $48,383, but experienced a
decline from 17.9% of sales to 16.6% of sales as we compare the quarterly
periods ended January 31, 2001 and 2002, respectively. For the six months ended
January 31, 2001 and 2002, respectively, payroll department costs increased from
$67,125 to $122,304. Relative to the payroll department, the company closed this
department during last 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.

Sales and marketing cost actually decreased from $52,008 for the quarterly
period ended January 31, 2001 to $39,599 for the quarterly period ended January
31, 2002, or a 23.8% 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. For the six months ended January 31, 2001 and 2002, respectively,
sales and marketing costs decreased from $145,248 to $88,319, or 39.2%.


                                       11

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                JANUARY 31, 2002

Depreciation and amortization expense increased from $25,929 for the quarterly
period ended January 31, 2001 to $37,676 for the quarterly period ended January
31, 2002. For the six months ended January 31, 2001 and 2002, respectively,
depreciation and amortization expense increased from $45,708 to $75,352, or
64.8%.

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 $9,563 (4.6% of revenue) to $14,983 (5.2%
of revenue) as we compare the quarterly periods ended January 31, 2001 to
January 31, 2002. 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 $86,779 for quarterly period ended January 31, 2001 to $95,012
for the quarterly period ended January 31, 2002, or a 9.5% increase. For the six
months ended January 31, 2001 and 2002, respectively, general and administrative
and technology expenses increased from $167,908 to $185,352, or 10.4%. 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 FOR ACCOUNTING USA, INC.

The company's accounts receivable (net of the reserve) increased by only 14.8%,
based upon open receivables at January 31, 2001 of $71,541 compared to open
receivables of $82,138 at January 31, 2002. Given the quarterly increase in
accounting service revenue of almost 40% from the prior year, this increase in
open receivables is considered low due to an aggressive collection approach
adopted by the company.

Gross tangible fixed assets increased from their January 31, 2001 position of
$385,550 to the January 31, 2002 position of $453,810, or an increase of
$68,260. The increased expenditures were primarily related to technology
equipment and software. The company is not anticipating making any significant
expenditure in the near future since most of the technology infrastructure is in
place.

The company is currently amortizing an intangible asset referred to as
Capitalized Client Listing associated with the acquisition of a competitor's
client base in the prior fiscal year. As of January 31, 2002, the gross
intangible asset basis was $125,322 with accumulated amortization of $30,883. As
of January 31, 2001, the gross intangible asset basis was $123,000 with
accumulated amortization of $6,150.

Trade accounts payables increased from their January 31, 2001 position of
$13,127 to their January 31, 2002 position of $33,610.

Term debt of the company increased slightly from the prior year, with $91,173
and $86,043 outstanding for the periods of January 31, 2002 and 2001,
respectively.

                                       12

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                JANUARY 31, 2002

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 $538,000 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 2002. It is believed, based upon
current projections no more than $120,000 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.

         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.


                                       13

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                JANUARY 31, 2002

         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.
On January 15, 2002 the Court approved the Settlement Agreement. The company
will take the appropriate steps to effectuate the terms of the Settlement
Agreement approved by the Court on January 15, 2002.


                                       14

<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.


                                       15


<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/LESS SISNEY
                                               ________________________________

                                               Lee Sisney, President



Dated this 6th day of November, 2002


                                       16

                                 CERTIFICATIONS

I, Lee Sisney, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: November 6, 2002

/s/LEE SISNEY
_______________________
   Lee Sisney
   President and CFO

                                       17