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, 2000        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:  7972 of the
(no-par) voting common stock.



<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION

                                      INDEX

                                                                           Pages

Part I: Financial Information

     Item 1.  Financial Statements:

          Consolidated Balance Sheet as of October 31, 2000
              and July 31, 2000                                              3

          Consolidated Statement of Income for the quarters
              and year-to-date periods ended October 31, 2000
              and October 31, 1999                                        4 - 5

          Consolidated Statement of Cash Flows for the
              year-to-date periods ended October 31, 2000
              and October 31, 1999                                           6

          Notes to the Consolidated Financial Statements                     7

     Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations          8 - 10

Part II: Other Information

     Item 6                                                                 11

     Signature                                                              12

     Selected Financial Data                                                13


<PAGE>


<TABLE>
<CAPTION>


                        LINCOLN INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS

                                                                  (Unaudited)
                                                                   10/31/00          7/31/00
                                                                   --------          -------
                                     ASSETS
Current assets:
<S>                                                              <C>              <C>
   Cash                                                          $   54,550       $   86,802
   Other receivables                                                131,339           99,998
   Prepaid expenses                                                  60,157           50,819
                                                                     ------           ------

              Total current assets                                  246,046          237,619

Net property, plant and equipment                                 3,061,401        3,091,224

Noncurrent asset: Deferred tax asset                                497,779          385,590
Noncurrent asset: Net deferred cost                                  13,983           13,983
                                                                     ------           ------

Total assets                                                     $3,819,209       $3,728,416
                                                                  =========        =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Line of credit                                                $  800,000       $  500,000
   Current maturities of long-term debt                              23,732           29,640
   Obligation under capital lease                                     2,322            3,048
   Accounts payable                                                  74,875           78,592
   Accrued expenses                                                  32,528           47,995
                                                                     ------           ------
              Total current liabilities                             933,457          659,275

Long-term debt, less current maturities                              69,575           70,784
Obligation under capital lease                                       14,542           14,727
Deferred Income Taxes - Noncurrent                                  776,245          776,245

Stockholders' equity
   Common Stock
              Voting      7972 shares O/S                         1,879,898        1,879,898

Retained earnings                                                   341,247          487,611
    Less minority interest in subsidiary                           (195,755)        (160,124)
                                                                   --------         --------

              Total stockholders' equity                          2,025,390        2,207,385
                                                                  ---------        ---------

Total liabilities and stockholders' equity                       $3,819,209       $3,728,416
                                                                  =========        =========

</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 OCTOBER 31
                                   (UNAUDITED)

                                                                10/31/00         10/31/99
                                                                --------         --------

Revenues:
<S>                                                            <C>              <C>
   Net service and operating revenues                          $ 224,982        $ 117,174
                                                               ---------        ---------

                                                                 224,982          117,174

Cost and expenses:
   Cost of service and operating revenues                        346,787           91,571
   Operating, general and administrative expenses                157,742          113,340
                                                                 -------          -------

                                                                 504,529          204,911
                                                                 -------          -------

Income - Loss from operations                                   (279,547)         (87,737)
                                                                 -------          -------

Other income - expense:
   Interest expense                                              (14,636)           4,609
   Miscellaneous                                                       0            3,200
                                                                 -------          -------

                                                                 (14,636)           7,809

Minority Interest in net loss of subsidiary                       35,631            6,361
                                                                 -------          -------

Loss before income taxes                                        (258,552)         (73,567)

Provision for income taxes                                       112,189           21,042
                                                                 -------          -------

Net loss                                                      $ (146,363)       $ (52,525)
                                                              ==========        =========

Net income - loss per common share                              $ (18.36)         $ (6.59)
                                                                ========          =======

</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 THREE MONTHS ENDED OCTOBER 31
                                   (UNAUDITED)

                                                                10/31/00         10/31/99
                                                                --------         --------

Revenues:
<S>                                                            <C>              <C>
   Net service and operating revenues                          $ 224,982        $ 117,174
                                                               ---------        ---------

                                                                 224,982          117,174

Cost and expenses:
   Cost of service and operating revenues                        346,787           91,571
   Operating, general and administrative expenses                157,742          113,340
                                                                 -------          -------

                                                                 504,529          204,911
                                                                 -------          -------

Income - Loss from operations                                   (279,547)         (87,737)
                                                                 -------          -------

Other income - expense:
   Interest expense                                              (14,636)           4,609
   Miscellaneous                                                       0            3,200
                                                                 -------          -------

                                                                 (14,636)           7,809

Minority Interest in net loss of subsidiary                       35,631            6,361
                                                                 -------          -------

Loss before income taxes                                        (258,552)         (73,567)

Provision for income taxes                                       112,189           21,042
                                                                 -------          -------

Net loss                                                      $ (146,363)       $ (52,525)
                                                              ==========        =========

Net income - loss per common share                              $ (18.36)         $ (6.59)
                                                                ========          =======

</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 THREE MONTHS ENDED TO OCTOBER 31
                                   (Unaudited)

                                                                                       2000              1999
                                                                                       ----              ----
Cash flows from operating activities:
<S>                                                                                <C>               <C>
   Net income (loss)                                                               $ (146,364)       $ (52,525)
   Adjustments to reconcile net income
              to net cash provided by (used in)
              operating activities:
              Depreciation and amortization                                            38,298           18,857
              Minority interest in net loss of subsidiary                             (35,631)
              Other receivables                                                       (31,340)               0
              Prepaid expenses                                                         (9,338)               0
              Accounts payable                                                         (3,717)          (3,312)
              Accrued expenses                                                        (15,467)          (6,170)
              Income Taxes                                                           (112,189)               0
                                                                                     --------          -------

Total adjustments                                                                    (169,384)           9,375
                                                                                     --------            -----

Net cash used in operating activities                                                (315,748)         (43,150)

Cash flows from investing activities:
   (Purchases of) Sales of property and equipment                                      (8,475)               0
   (Purchases of) Sale of Investment in a Company                                           0         (200,000)
                                                                                       ------         --------

Net cash used in investing activities                                                  (8,475)        (200,000)

Cash flows from financing activities:
   Net borrowings (repayments) under
      short term notes payable                                                        300,000                0
   Proceeds from the issuance of common stock                                               0                0
   Principal payments on long-term debt                                                (8,029)               0
                                                                                       ------          -------

Net cash provided by financing activities                                             291,971                0
                                                                                      -------          -------

Net decrease in cash                                                                  (32,252)        (243,150)
Cash, beginning of year                                                                86,802          396,465
                                                                                       ------          -------
Cash, end of period                                                                  $ 54,550        $ 153,315
                                                                                     ========        =========

Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                                            $ 14,636        $       0
                                                                                     ========        =========

</TABLE>



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


                                        6


<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 October 31, 2000 and July 31, 2000 and the results of operations
for the quarters and year to date periods ended October 31, 2000 and October 31,
1999. 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 November 2, 2000, Lincoln  International  Corporation  acquired the assets of
Vena Marks & Associates, LLC, a Louisville,  Kentucky bookkeeping operation. The
approved  purchase  price of the  assets  of Vena  Marks &  Associates,  LLC was
$180,000,  with $100,000 payable in cash and 200 shares of Lincoln International
Corporation Common Stock. Lincoln International  Corporation hired the employees
of Vena Marks & Associates, LLC.

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



                                        7


<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                OCTOBER 31, 2000

Real Estate Business:

Net revenue from the real estate rentals increased by approximately  $10,775, or
12.5% during the quarter ended October 31, 2000 as compared to the quarter ended
October 31, 1999.

Total  operating  costs for the quarter  ended  October 31,  2000  decreased  by
approximately $2,781, or 1.9% as compared to the quarter ended October 31, 1999.
No significant cost variances were noted.

Proposed Sale of Real Estate:

The real  estate  owned by  Lincoln  International  Corporation  located at 2300
Greene Way, 2200 Greene Way, and 2211 Greene Way, Louisville,  Kentucky had been
purchased  under IRS Section 1031  subsequent  to the sale of the Bourbon  Stock
Yard property in order to defer capital gains on the sales proceeds. On November
2, 2000 Lincoln  International  Corporation entered into a contract to sell 2300
Greene Way to Winebrenner Capital Partners, LLC a tenant in building 2300, Suite
200,  for a sale price of $85.00  per square  foot for a total sale price of One
Million Sixty-Two Thousand Five Hundred Dollars  ($1,062,500).  As a part of the
transaction  Lincoln  International  Corporation will purchase Two Hundred Fifty
Thousand Dollars ($250,000) stock in Winebrenner Capital Partners,  LLC which is
being offered under an intrastate  offering at $5 per share and representing one
percent (1%) of the company.  Lincoln  International  Corporation  paid slightly
less than  Sixty-Three  Dollars  ($63.00)  per square  foot for the 12,500 sq ft
building for a total of Seven Hundred Eighty-Seven Thousand Five Hundred Dollars
($787,500).  The expected capital gain from the sale of 2300 Greene Way would be
off-set by operating losses of the company reducing or eliminating any potential
tax liability.  The sale is conditioned upon obtaining  satisfactory  financing,
appraisals,  environmental  studies,  etc.  If the  sale of 2300  Greene  Way is
consummated,  it is the intent of  management to finance the real estate at 2200
Greene Way and 2211 Greene Way under a long term fixed rate  mortgage and to use
the  proceeds of that  mortgage  loan to eliminate  the existing  line of credit
which has been used to  capitalize  Accounting  USA, Inc. The sale proceeds from
the  sale of  2300  Greene  Way  could  be used  for  other  investments  and/or
operations.

Consolidated Operations:

On August 6, 1999, the Company's  Board of Directors  approved the investment of
$1,500,000 in Accounting USA, Inc. for 75% of its common stock.  Accounting USA,
Inc. is a company that provides  accounting  services for small businesses.  The
Company has invested $1,150,000 as of October 31, 2000.

Net revenue from Accounting USA's operations increased by approximately $97,034,
or 314%  during the  quarter  ended  October 31, 2000 as compared to the quarter
ended October 31, 1999.



                                        8


<PAGE>



                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                OCTOBER 31, 2000

Total  operating  costs for the quarter  ended  October 31,  2000  increased  by
approximately  $302,399,  or 535% as compared to the quarter  ended  October 31,
1999.  Significant  investments  in computer  systems,  marketing  programs  and
personnel were the major cost areas noted having a significant increase.

The  Company  had no other  capital  commitments  at October  31, 2000 except as
otherwise noted in this financial statement report.

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
individual 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  plaintiffs  Motion  and  allowed  Terry  Kennedy  to be
substituted 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  dissenters  rights  should have been
provided in the reverse split that concluded on April 5, 1998. Legal counsel for
the corporation  gives little merit to the complaint or causes of actions raised
by the  Plaintiffs.  If the  company  should be  unsuccessful  on its  Motion to
Dismiss,  our  answer  will be filed to the  complaint.  On March  31,  2000 the
Plaintiffs filed their Response to Defendants  Motion to Dismiss.  At this time,
the court has not ruled on the motions before it.

Merger Of Accounting USA, Inc. With And Into Lincoln International Corporation:

On October 30, 2000 the Board of Directors of Lincoln International  Corporation
approved a Plan of Merger whereby  Accounting  USA,  Inc., a Nevada  corporation
operating out of Louisville, Kentucky of which Lincoln International Corporation
owns  Seventy-five  (75%),  would be merged with and into Lincoln  International
Corporation.  Accounting  USA, Inc. would continue to do business under the name
Accounting  USA Inc. Mr. Brian  McDonald,  President,  under the Plan of Merger,
would receive 600 shares of Lincoln International  Corporation stock in exchange
for his 25% ownership of Accounting  USA, Inc. As part of the  transaction,  Mr.
Brian  McDonald would be given an option for an additional 200 shares of Lincoln
International  Corporation common stock as part of an employment  contract to be
negotiated subsequent to the merger being effected. The following Resolution was
adopted by the Lincoln  International  Corporation Board of Directors on October
30, 2000.

WHEREAS Lincoln International Corporation (the "corporation") owns seventy- five
percent (75%) of Accounting USA, Inc.; and



                                        9


<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                OCTOBER 31, 2000

WHEREAS Directors of both Accounting USA, Inc. and the corporation  believe that
the merger of  Accounting  USA with and into Lincoln  International  Corporation
would be an advantageous and beneficial to the shareholders of both companies;

NOW THEREFORE, BE IT RESOLVED

That  Accounting  USA,  Inc., a seventy-five  percent (75%) owned  subsidiary of
Lincoln   International   Corporation  be  merged  into  Lincoln   International
Corporation  according  to the terms and  conditions  of the Plan of Merger.  On
November  1,  2000 the  Board of  Directors  of  Accounting  USA,  Inc.  and all
Shareholders  of Accounting USA, Inc.  unanimously  approved the Plan of Merger.
The merger was complete upon  appropriate  filings with the Secretaries of State
in the  Commonwealth  of Kentucky and the state of Nevada.  On November 28, 2000
the Plan of Merger and Articles of Merger were filed with the Secretary of State
for the Commonwealth of Kentucky; and on December 1, 2000 the Plan of Merger and
Articles  of Merger  were  filed  with the  Secretary  of State for the state of
Nevada. The merger, therefore, became effective on December 1, 2000.

Acquisition Of Assets Of Vena Marks And Associates, LLC:

On October 30, 2000 the Board of Directors of Lincoln International  Corporation
unanimously  approved the  acquisition of the assets of Vena Marks & Associates,
LLC a Louisville,  Kentucky bookkeeping operation having approximately  $260,000
in annual billings and servicing approximately 30 clients. The approved purchase
price of the  assets of Vena  Marks &  Associates,  LLC was One  Hundred  Eighty
Thousand Dollars ($180,000) with One Hundred Thousand Dollars ($100,000) payable
in cash, and 200 shares of Lincoln  International  Corporation Common Stock. The
purchase price of Vena Marks & Associates,  LLC assets equates to  approximately
seventy-five  cents  ($.75) for each dollar in revenue.  The  employees  of Vena
Marks & Associates, LLC would be terminated and then re-hired by Accounting USA,
Inc.  for  a  trial  period.   On  November  2,  2000   acquisition  by  Lincoln
International  Corporation  of the  assets of Vena Marks &  Associates,  LLC was
completed,  and the  employees  of Vena  Marks &  Associates,  LLC were hired by
Accounting USA, Inc. Bookkeeping and payroll clients of Vena Marks & Associates,
LLC  will  provide  the   opportunity  to  cross  sell  Accounting  USA,  Inc.'s
bookkeeping  services to payroll  clients and the  opportunity  of management to
evaluate acquisition as a way of future growth for Accounting USA, Inc.



                                       10


<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.



                                       11



<PAGE>


                                   SIGNATURES

Pursuant  to the  requirement  of the  Securities  Exchange  Act  of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        LINCOLN INTERNATONAL CORPORATION


                                        /s/ LEE SISNEY
                                        ----------------------------------------
                                        Lee Sisney, President


                                        /s/ RICHARD J. FROCKT
                                        ----------------------------------------
                                        Richard J. Frockt, Treasurer

Dated this 13th day of December, 2000



                                       12