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 January 31, 2001 Commission file No. 0-0767


                        LINCOLN INTERNATIONAL CORPORATION

             (Exact Name of Registrant as specified in its charter)

Kentucky                                            61-0575092
(State of other Jurisdiction                        (I.R.S. Employer
incorporation or organization)                      Identification Number)

2300 Greene Way, Suite 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:

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

          Consolidated Statements of Operations for the quarters
              ended January 31, 2001 and January 31, 2000                     4

          Consolidated Statements of Operations for the
              year-to-date periods ended January 31, 2001
              and January 31, 2000                                            5

          Consolidated Statements of Cash Flows for the
              year-to-date periods ended January 31, 2001
              and January 31, 2000                                          6-7

          Notes to the Consolidated Financial Statements                    8-9

     Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations          10-11

Part II: Other Information

     Item 6                                                                  12

     Signature                                                               13



<TABLE>
<CAPTION>

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS

                                                                 (Unaudited)
                                                                   1/31/01              7/31/00
                                                                 ------------         ------------
                                     ASSETS

<S>                                                              <C>                  <C>
Current assets:
   Cash                                                          $    463,016         $     86,802
   Accounts receivable                                                 63,893               55,348
   Note receivable                                                     89,258               38,023
   Other receivables                                                  257,930                6,627
   Prepaid expenses                                                    43,649               50,819
                                                                 ------------         ------------
             Total current assets                                     917,746              237,619
                                                                 ------------         ------------

Net property, plant and equipment                                   2,122,406            3,091,224
                                                                 ------------         ------------
Noncurrent assets:
   Net deferred costs                                                  12,305               13,983
   Investment in Winebrenner Capital Partners, LLC                    250,000                    0
   Goodwill, net                                                      387,280                    0
   Deferred tax asset                                                 268,077              385,590
                                                                 ------------          -----------
             Total noncurrent assets                                  917,662              399,573
                                                                 ------------          -----------

Total assets                                                     $  3,957,814         $  3,728,416
                                                                 ============         ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Line of credit                                                $          0         $    500,000
   Current maturities of long-term debt                                45,869               29,640
   Obligation under capital lease                                       3,248                3,048
   Accounts payable                                                    70,917               78,592
   Accrued expenses                                                    66,511               47,995
                                                                 ------------         ------------
             Total current liabilities                                186,545              659,275
                                                                 ------------         ------------
Noncurrent liabilities:
   Long-term debt, less current maturities                          1,040,174               70,784
   Obligation under capital lease                                      12,233               14,727
   Deferred tax liability                                             439,685              776,245
                                                                 ------------         ------------
             Total noncurrent liabilities                           1,492,092              861,756
                                                                 ------------         ------------
Stockholders' equity
   Common Stock 8,787 issued and outstanding
          (7,972 at 07/31/00)                                       1,993,998            1,879,898
Retained earnings                                                     285,179              487,611
                                                                 ------------         ------------
                                                                    2,279,177            2,367,509
   Minority interest in subsidiary                                          0             (160,124)
                                                                 ------------         ------------
             Total stockholders' equity                             2,279,177            2,207,385
                                                                 ------------         ------------
Total liabilities and stockholders' equity                       $  3,957,814         $  3,728,416
                                                                 ============         ============
<FN>
The accompanying notes are an integral part of the Consolidated Financial Statements.
</FN>
</TABLE>

                                        3

<PAGE>

<TABLE>
<CAPTION>

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

                                                                                1/31/01           1/31/00
                                                                             -------------      -----------

<S>                                                                          <C>                <C>
Revenues                                                                     $     284,141      $   189,434
                                                                             -------------      -----------
Costs and expenses:
   Cost of revenues                                                                120,734           98,806
   Operating, general and administrative expenses                                  407,850          305,857
                                                                             -------------      -----------

             Total costs and expenses                                              528,584          404,663
                                                                             -------------      -----------
             Loss from operations                                                 (244,443)        (215,229)
                                                                             -------------      -----------
Other income (expense):
   Gain on sale of property                                                         95,325                0
   Interest income                                                                  16,680                0
   Miscellaneous                                                                         0           (2,975)
   Interest expense                                                                (30,751)          (4,554)
                                                                             -------------      -----------

             Total other income (expense)                                           81,254           (7,529)
                                                                             -------------      -----------
             Income (loss) before minority interest and income taxes              (163,189)        (222,758)

Minority interest in net loss of subsidiary                                              0           38,354
                                                                             -------------      -----------
Net income (loss) before income taxes                                             (163,189)        (184,404)

Provision for (benefit from) income taxes                                         (107,122)         (17,498)
                                                                             -------------      -----------

             Net income (loss)                                               $     (56,067)     $  (166,906)
                                                                             =============      ===========

             Net income (loss) per common share                              $       (6.38)     $    (20.94)
                                                                             =============      ===========

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

                                        4

<PAGE>

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

                                                                                1/31/01           1/31/00
                                                                             -------------      -----------

<S>                                                                          <C>                <C>
Revenues                                                                     $     509,123      $   306,608
                                                                             -------------      -----------

Costs and expenses:
   Cost of revenues                                                                467,521          190,377
   Operating, general and administrative expenses                                  565,594          419,197
                                                                             -------------      -----------

             Total costs and expenses                                            1,033,115          609,574
                                                                             -------------      -----------

             Loss from operations                                                 (523,992)        (302,966)
                                                                             -------------      -----------

Other income (expense):
   Gain on sale of property                                                         95,325                0
   Interest income                                                                  16,680                0
   Miscellaneous                                                                         0              335
   Interest expense                                                                (45,387)             (55)
                                                                             -------------      -----------

             Total other income (expense)                                           66,618              280
                                                                             -------------      -----------

             Income (loss) before minority interest and income taxes              (457,374)        (302,686)

Minority interest in net loss of subsidiary                                         35,631           44,715
                                                                             -------------      -----------

Net income (loss) before income taxes                                             (421,743)        (257,971)

Provision for (benefit from) income taxes                                         (219,311)         (38,540)
                                                                             -------------      -----------

             Net loss                                                        $    (202,432)     $  (219,431)
                                                                             =============      ===========

             Net loss per common share                                       $      (23.04)     $    (27.53)
                                                                             =============      ===========
<FN>
The accompanying notes are an integral part of the Consolidated Financial Statements.
</FN>
</TABLE>

                                        5

<PAGE>
<TABLE>
<CAPTION>

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

                                                                           2001              2000
                                                                      -------------      -----------

<S>                                                                   <C>                <C>
Cash flows from operating activities:
   Net income (loss)                                                  $    (202,432)     $  (219,431)
   Adjustments to reconcile net income
        to net cash provided by (used in)
        operating activities:
        Depreciation                                                         75,374           48,347
        Stock issued                                                          2,100                0
        Amortization                                                         17,153                0
        Minority interest in net loss of subsidiary                         (35,631)               0
        Gain on sale of property                                             95,325                0
        Deferred taxes                                                     (219,047)               0
        (Increase) decrease in:
          Accounts receivable                                                (8,545)               0
          Receivables                                                      (302,538)         (42,605)
          Prepaid expenses                                                    7,170          (73,320)
        Increase (decrease) in:
          Accounts payable                                                   (7,675)          25,426
          Accrued expenses                                                   18,516          (44,980)
                                                                      -------------      -----------

          Net cash provided by (used in) operating activities              (560,230)        (306,563)
                                                                      -------------      -----------


Cash flows from investing activities:
   Purchase of property and equipment                                        (6,505)        (176,904)
   Proceeds from sale of property and equipment                             809,624                0
   Purchase of Vena Marks & Associates, LLC                                (100,000)               0
   Purchase of Investment in Winebrenner Capital Partners, LLC             (250,000)               0
                                                                      -------------      -----------

          Net cash provided by (used in) investing activities               453,119         (176,904)
                                                                      -------------      -----------


                                       6
<PAGE>



<CAPTION>

                                                                          2001                2000
                                                                      -------------      -----------

<S>                                                                   <C>                <C>
Cash flows from financing activities:
   Net borrowings (repayments) under
        short term notes payable                                            650,000          300,000
   Principal payments on capital lease obligations                           (2,294)               0
   Principal payments on long-term debt                                    (164,381)         (28,440)
                                                                      -------------      -----------

          Net cash provided by financing activities                         483,325          271,560
                                                                      -------------      -----------

          Net increase (decrease) in cash                                   376,214         (211,907)

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

          Cash at end of year                                         $     463,016      $   194,077
                                                                      =============      ===========

Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                             $      45,387      $         0
                                                                      =============      ===========
   Acquistion of Vena Marks & Associates, LLC
        Assets acquired:
          Property and equipment                                      $       5,000      $         0
          Goodwill                                                          123,000                0
                                                                      -------------      -----------
                                                                      $     128,000      $         0
                                                                      =============      ===========

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

Acquistion of Minority Interest
        Assets acquired:
         Goodwill                                                     $     279,755      $         0
                                                                      -------------      -----------
                                                                      $     279,755      $         0
                                                                      =============      ===========

        Payment for assets acquired
          Elimination of Investment in Subsidiary                     $     195,755      $         0
          Stock issued                                                       84,000                0
                                                                      -------------      -----------
                                                                      $     279,755      $         0
                                                                      =============      ===========
<FN>
The accompanying notes are an integral part of the Consolidated Financial Statements.
</FN>
</TABLE>

                                        7

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - MANAGEMENT'S STATEMENT
-------------------------------

In the opinion of management the  accompanying  unaudited  financial  statements
contain  all  adjustments  (all of which are  normal  and  recurring  in nature)
necessary  to present  fairly the  financial  position of Lincoln  International
Corporation  at January 31, 2001 and July 31, 2000 and the results of operations
for the quarters and year to date periods ended January 31, 2001 and January 31,
2000. The notes to the consolidated  financial  statements contained in the 2000
Annual Report to Shareholders  and  incorporated by reference into the 2000 Form
10-K should be read in conjunction with these consolidated financial statements.

NOTE 2 - LONG TERM DEBT
-----------------------

In January 2001,  the existing line of credit was converted to a term note.  The
note is due to a local bank and is  collateralized  by a first  mortgage  on the
real property of the Company.  The note requires monthly  principal and interest
payments  of $8,902.  The note bears  interest  at 8.73% and matures in February
2021.

The  following  is a schedule  of future  maturities  on the note  payable as of
January 31, 2001:

                   Period ended January 31:
                              2002                     $     17,595
                              2003                           20,719
                              2004                           22,628
                              2005                           24,470
                              2006                           26,970
                              Later                         887,618
                                                       ------------
                                Total                  $  1,000,000
                                                       ============

NOTE 3 - PURCHASE OF MINORITY INTEREST
--------------------------------------

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

The purchase of the minority  interest was accounted for by the purchase method.
Goodwill of  $279,755  has been  reflected  in the  balance  sheet.  The Company
expects to benefit from the goodwill  acquired in this transaction over a period
of 5 years, and is amortizing the amount recorded using the straight-line method
over that period.










                                        8

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4 - ACQUISITION OF VENA MARKS & ASSOCIATES, LLC
----------------------------------------------------

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

The purchase of Vena Marks &  Associates,  LLC was accounted for by the purchase
method whereby the assets  acquired from the purchased  corporation are recorded
by the Company at their fair value.  The excess  amount paid over the fair value
of Vena  Marks &  Associates,  LLC's net  assets  was  $123,000,  which has been
reflected in the balance sheet as goodwill.  The Company expects to benefit from
the  goodwill  acquired  in this  transaction  over a period  of 5 years  and is
amortizing the amount recorded using the straight-line method over that period.

Proforma  financial  information  as though the companies had been combined from
beginning of periods:

<TABLE>
<CAPTION>

                                                             8/1/00 - 1/31/01     8/1/99 - 1/31/00
                                                             ----------------     ----------------
          <S>                                                <C>                  <C>
          Revenue                                            $        632,038     $        411,114
                                                              ===============      ===============

          Income (loss) before extraordinary items                   (166,445)            (229,182)
                                                               ==============       ==============

          Income (loss) before extraordinary items
            per share                                        $         (18.94)    $         (28.75)
                                                              ===============      ================

          Net income (loss)                                  $       (166,445)    $       (229,182)
                                                              ===============      ===============

          Net income (loss) per share                        $         (18.94)    $         (28.75)
                                                              ===============      ===============
</TABLE>




















                                        9

<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                JANUARY 31, 2001

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

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

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

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


                                       10

<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                JANUARY 31, 2001

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

         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 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(b)(6) and denied the company's  Motion with respect to dismissing the
remainder of the Plaintiffs Amended Complaint.  The Court's dismissal of Count X
of the Complaint  validated the reverse split of the company  completed on April
5, 1998.  In its  decision  the Court  noted  that "the  issue is not  whether a
plaintiff will ultimately prevail but whether the plaintiff is entitled to offer
evidence to support the claims".  Subsequent to the Court's  Order,  the company
answered  the  Complaint  denying any and all  allegations  of  impropriety.  On
Wednesday,  February  21, 2001 the company  began taking the  deposition  of the
plaintiffs  prior to responding to Plaintiffs  Motion to Certify the action as a
Class  Action.  On February  16, 2001 a  scheduling  conference  was held in the
United States District Court in which the parties were given until October, 2001
in order to complete  discovery.  Counsel for the corporation gives little merit
to the Complaint or causes of actions raised by the Plaintiffs.

      Capital investment in Accounting USA, Inc: As of January 31, 2001, Lincoln
International  Corporation  has  invested One Million  Three  Hundred and Ninety
Thousand Dollars ($1,390,000) in Accounting USA, Inc.










                                       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  filed Form 8K during the current quarter on
February 15, 2001 detailing the sale of 2300 Greene Way.
























                                       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

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


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

Dated this 15th day of March, 2001


















                                       13