FORM 10-Q


                        SECURITIES AND EXCHANGE COMMISION
                                WASHINGTON, D.C.


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


                     For the Quarter ended October 31, 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
       Louisville, Kentucky                                         40220
________________________________________                         __________
(Address or principal executive offices)                         (Zip Code)


(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: 8,792 of the
(no-par) voting common stock.


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION

                                      INDEX

                                                                           PAGES

Part I: Financial Information

     Item 1.  Financial Statements:

          Balance Sheets as of October 31, 2002
              and July 31, 2002                                                3

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

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

          Notes to the Financial Statements                                    7

     Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations          8 - 11

Part II: Other Information

     Item 6                                                                   12

     Signature                                                                13


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


                                                         (Unaudited)
                                                           10/31/02              7/31/02
                                                          __________           __________
<S>                                                       <C>                  <C>

                                     ASSETS

Current assets:
   Cash                                                   $  220,951           $  326,995
Accounts receivable, net of allowance for
doubtful accounts of $7,000                                   64,724               49,664
Note receivable, net of allowance for
doubtful accounts of $35,100                                  45,488               48,462
   Other receivables                                             478                  478
   Prepaid expenses                                           23,195               10,120
                                                          __________           __________
             Total current assets                            354,836              435,719
                                                          __________           __________

Net property, plant and equipment                            951,147              976,431
                                                          __________           __________

Noncurrent assets:
Goodwill, net                                                129,060              138,987
Deferred tax asset                                           241,589              245,644
                                                          __________           __________
             Total noncurrent assets                         370,649              384,631
                                                          __________           __________

Total assets                                              $1,676,632           $1,796,781
                                                          ==========           ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current maturities of long-term debt                   $   43,605           $   41,072
   Obligation under capital lease                              4,056                4,235
   Accounts payable                                           99,021               63,452
   Accrued expenses                                           24,307               43,810
                                                          __________           __________

             Total current liabilities                       170,989              152,569
                                                          __________           __________

Noncurrent liabilities:
Long-term debt, less current maturities                      508,427              521,161
Obligation under capital lease                                 6,274                7,337
Deferred tax liability                                       241,589              245,644
                                                          __________           __________
             Total noncurrent liabilities                    756,290              774,142
                                                          __________           __________

             Total liabilities                               927,279              926,711
                                                          __________           __________

Stockholders' equity:
Common stock, no par value, 3,000,000 shares
authorized, 8,792 issued and outstanding                   1,994,718            1,994,718
Retained earnings (deficit)                                 (995,365)            (874,648)
Accumulated other comprehensive income - unrealized
loss on investment                                          (250,000)            (250,000)
                                                          __________           __________

             Total stockholders' equity                      749,353              870,070
                                                          __________           __________

             Total liabilities and stockholders' equity   $1,676,632           $1,796,781
                                                          ==========           ==========

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

                                        3

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

                                                        10/31/02        10/31/01
                                                        _________       _________
<S>                                                     <C>             <C>

Revenues                                                $300,863        $ 309,676
                                                        _________       _________

Costs and expenses:
   Cost of revenues                                       227,497         255,282
   Operating, general and administrative expenses         185,245         259,940
                                                        _________       _________

             Total costs and expenses                     412,742         515,222
                                                        _________       _________

             Loss from operations                        (111,879)       (205,546)
                                                        _________       _________

Other income (expense):
Interest income                                             1,977          10,888
Loss on uncollectible note receivable                           0          (2,028)
Interest expense                                          (10,811)        (11,510)
                                                        _________       _________

             Total other income (expense)                  (8,834)         (2,650)
                                                        _________       _________

             Loss before income taxes                    (120,713)       (208,196)

Benefit from income taxes                                       0               0
                                                        _________       _________

             Net loss                                   $(120,713)      $(208,196)
                                                        =========       =========

             Net loss per common share                  $  (13.73)      $  (23.69)
                                                        =========       =========


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


                                        4


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


                                                        10/31/02        10/31/01
                                                        _________       _________
<S>                                                     <C>             <C>

Revenues                                                $ 300,863       $ 309,676
                                                        _________       _________

Costs and expenses:
   Cost of revenues                                       227,497         255,282
   Operating, general and administrative expenses         185,245         259,940
                                                        _________       _________

             Total costs and expenses                     412,742         515,222
                                                        _________       _________

             Loss from operations                        (111,879)       (205,546)
                                                        _________       _________

Other income (expense):
Interest income                                             1,977          10,888
Loss on uncollectible note receivable                           0          (2,028)
Interest expense                                          (10,811)        (11,510)
                                                        _________       _________

             Total other income (expense)                  (8,834)         (2,650)
                                                        _________       _________

             Loss before income taxes                    (120,713)       (208,196)

Benefit from income taxes                                       0               0
                                                        _________       _________

             Net loss                                    (120,713)       (208,196)
                                                        =========       =========

             Net loss per common share                  $  (13.73)      $  (23.69)
                                                        =========       =========


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


                                        5


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


                                                        10/31/02        10/31/01
                                                        _________       _________
<S>                                                     <C>             <C>

Cash flows from operating activities:
   Net loss                                             $(120,713)      $(208,196)
   Adjustments to reconcile net loss
       to net cash used in operating activities
        Depreciation and amortization                      35,207          48,042
        Bad debt                                                0           2,028
        (Increase) decrease in:
        Receivables                                       (12,086)         (3,874)
        Prepaid expenses                                  (13,075)         (8,459)
        Increase (decrease) in:
        Accounts payable                                   35,569           4,313
        Accrued expenses                                  (19,503)        (12,130)
                                                        _________       _________

        Net cash used in operating activities             (94,601)       (178,276)
                                                        _________       _________

 Cash flows from investing activities:
    Purchase of property and equipment                          0          (6,947)
                                                        _________       _________


 Cash flows from financing activities:
 Principal payments on capital lease obligation            (1,242)           (816)
    Principal payments on long-term debt                  (10,201)         (9,309)
                                                        _________       _________

        Net cash used in financing activities             (11,443)        (10,125)
                                                        _________       _________

        Net decrease in cash                             (106,044)       (195,348)

        Cash at beginning of the year                     326,995         974,897
                                                        _________       _________

        Cash at end of period                           $ 220,951       $ 779,549
                                                        =========       =========

 Supplemental disclosure of cash flow information:
    Cash paid during the period for interest            $  10,824       $  11,451
                                                        =========       =========


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


                                        6

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<PAGE>



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


NOTE 1 - MANAGEMENT'S STATEMENT

In the opinion of management the  accompanying  unaudited  financial  statements
contain  all  adjustments  (all of which are  normal  and  recurring  in nature)
necessary  to present  fairly the  financial  position of Lincoln  International
Corporation  at October 31, 2002 and July 31, 2002 and the results of operations
for the quarters and year to date periods ended October 31, 2002 and October 31,
2001. The notes to the financial  statements contained in the 2002 Annual Report
to Shareholders  and incorporated by reference into the 2002 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.


                                       7


<PAGE>


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


                                       8


<PAGE>


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


                                       9


<PAGE>


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

On August 16, 2002, the CEO for Accounting USA, Mr. Brian W. McDonald,  resigned
to pursue other interests. The Company did not have a non-compete agreement with
Mr. McDonald and is unable to assess what adverse  impact,  if any, might result
from Mr. McDonald's  departure.  The Company  immediately began a search for new
leadership  and the  operations  continued  in a stable  manner  because  of the
increased  effort of the  management  team.  Approximately  one month  after Mr.
McDonald's  departure one of the Company's  Client Account  Specialists  ("CAS")
resigned and concurrently ten (10) clients left with directions they were moving
their  business to a company  established  by the  departing  CAS,  Ms.  Suzanne
Luckett. The Company has filed a lawsuit against Ms. Luckett and is currently in
discovery to determine if other parties will be brought in as defendants.

With the savings from Mr. McDonald's employment package,  approximately $125,000
per year,  the Company is very near  break-even  and it is expected  losses will
stop by the end of 2002.

The Company is evaluating  its options in regard to the future of Accounting USA
and is seeking leadership with greater marketing  expertise and experience.  The
Company  continues  to  add  new  clients  and  management   believes  marketing
opportunities exist that have not been effectively explored.

At the  December  6,  2002  Shareholder  Annual  Meeting a one (1) for three (3)
Reverse  Split was  approved,  and will be completed by February 18, 2003.  When
completed,  the Company will be, it is expected,  in a position to "go private".
Management  cannot  say  with  certainty,  but it is  projected  the  number  of
shareholders  will be  reduced  from  the  current  384 to below  300.  If taken
private,  the Company will be able to save  significant  professional  and other
costs related to being a public company. It is also expected the Company will be
in a position to sell the "Public Shell" at some point in time.

The Company has received and  accepted an offer from  Paychex,  Inc. to purchase
the payroll portion of the business.

Management  intends to look at all options  concerning  the future of Accounting
USA and continues to believe markets and market niches have not been effectually
explored.

RESULTS OF OPERATIONS FOR ACCOUNTING USA, INC.

STATEMENT OF INCOME FOR ACCOUNTING USA, INC.

Total  revenue  decreased  by $8,813 for the  quarter  ended  October  31,  2002
compared to the same quarter one year ago. The primary  factor in this  decrease
was lost business,  which is currently the subject of litigation.  The Company's
sales  force  remains  in  place  and  it  is  expected  revenue  will  increase
approximately  $3,000  monthly or $36,000 in annual  revenue  posted each month.
Accounting  department  cost  decreases  reflect  the  loss  of  Client  Account
Specialists ("CAS") having left in conjunction with lost business.


                                       10


<PAGE>


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


BALANCE SHEET FOR ACCOUNTING USA, INC.

The company's accounts  receivable (net of reserve) decreased by 30%, based upon
open  receivables at October 31, 2001 of $92,948 compared to open receivables of
$64,724 at October 31,  2002.  The decrease is  attributable  to the decrease in
accounting service revenue of 3% and an aggressive  collection  approach adopted
by the company.

Gross  tangible  fixed assets  decreased from their October 31, 2001 position of
$235,066  to the  October  31,  2002  position  of  $124,605,  or a decrease  of
$110,461,  primarily from depreciation.  The company is not anticipating  making
any significant expenditures in the near future for fixed assets.

The  company  is  currently  amortizing  an  intangible  asset  referred  to  as
Capitalized  Client Listing  associated  with the  acquisition of a competitor's
client  base.  As of October  31,  2002,  the gross  intangible  asset basis was
$125,322 with accumulated  amortization of $48,062.  As of October 31, 2001, the
gross  intangible  asset basis was $125,322  with  accumulated  amortization  of
$25,157.

Trade  accounts  payables  increased  from their  October 31,  2001  position of
$20,321 to their October 31, 2002 position of $68,455.

Term debt of the company decreased from the prior year, with $68,644 and $98,331
outstanding for the periods of October 31, 2002 and 2001, respectively.


ACQUISITION OR DISPOSITION OF ASSETS

The Company  currently  has  property  located at 2211  Greene Way,  Louisville,
Kentucky listed for sale for $1,375,000. In December, a new three-year lease was
executed with the tenant  occupying most of the building with a $4,000  decrease
in monthly rent over the life of the lease, but it is expected that securing the
long-term tenant will result in a relatively quick sale of the property.

LIQUIDITY AND CAPITAL NEEDS

The company  currently has approximately  $150,000 in cash,  expects to sell its
payroll business for  approximately  $168,000 and expects to sell the above real
estate to have available the liquidity needed.  With Accounting USA, Inc. losses
expected  to stop in  December  of 2002,  sufficient  liquidity  and capital are
available for operations.


LITIGATION

The Company has no  litigation  current,  pending or  threatened.  It did file a
lawsuit  in October  of 2002  against a former  employee,  Suzanne  Luckett,  in
relation to former  Accounting USA, Inc.  clients moving to a company she formed
and is servicing.  It is expected there will be other  defendants  named in that
action.


                                       11


<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.









                                       12


<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



                                                ________________________________
                                                Lee Sisney, President




Dated this 18th day of December, 2002









                                       13