Form 10-Q

                        SECURITIES AND EXCHANGE COMMISION
                                WASHINGTON, D.C.

                          ____________________________


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

                          ____________________________


For the Quarter ended April 30, 2002                 Commission  file No. 0-0767

                          ____________________________


                        LINCOLN INTERNATIONAL CORPORATION

             (Exact Name of Registrant as specified in its charter)


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


       2200 Greene Way, Suite 101                                       40220
          Louisville, Kentucky                                        (Zip Code)
(Address or principal executive offices)


(Registrants Telephone Number, Including Area Code)  (502) 671-0010


Indicate by check whether the  registrant  (1) has filed reports  required to be
filed by Section 13 or 15 (d) of the Securities  Exchange Act of 1934 during the
preceding 12 months (or of such shorter  period that the registrant was required
to file such reports) and has been subject to such filing  requirements  for the
past 90 days.

         YES   [X]                                           NO   [ ]


Indicate  the numbers of shares  outstanding  of each of the issuer'  classes of
common stock, as of the close of the period covered by this report: 8,792 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 April 30, 2002
              and July 31, 2001                                             3

          Statements of Operations for the quarters
              and year-to-date periods ended April 30, 2002
              and April 30, 2001                                          4 - 5

          Statements of Cash Flows for the
              year-to-date periods ended April 30, 2002
              and April 30, 2001                                          6 - 7

          Notes to the Financial Statements                                 8

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

Part II: Other Information

     Item 6                                                                 16

     Signature                                                              17


<PAGE>

<TABLE>
<CAPTION>

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


                                                                 (Unaudited)      (Restated)
                                                                   4/30/02          7/31/01
                                                                 ___________      __________
<S>                                                               <C>             <C>

                                     ASSETS
Current assets:
   Cash                                                           $  410,785      $  974,897
   Accounts receivable, net of allowance for
     doubtful accounts of $400 ($400 at 07/31/01)                    106,276          83,212
   Note receivable, net of allowance for
     doubtful accounts of $40,971 ($35,100 at 07/31/01)               44,247          52,747
   Other receivables                                                  15,526          13,429
   Prepaid expenses                                                   13,230          20,948
                                                                  __________      __________
             Total current assets                                    590,064       1,145,233
                                                                  __________      __________
Net property, plant and equipment                                  1,018,913       1,117,443
                                                                  __________      __________
Noncurrent assets:
   Goodwill, net                                                     148,913         178,691
   Deferred tax asset                                                296,397         289,151
                                                                  __________      __________
             Total noncurrent assets                                 445,310         467,842
                                                                  __________      __________
Total assets                                                      $2,054,287      $2,730,518
                                                                  ==========      ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current maturities of long-term debt                           $   41,739      $   39,103
   Obligation under capital lease                                      5,142           3,730
   Accounts payable                                                   76,673         153,592
   Accrued expenses                                                   23,567          50,873
   Deferred rental income                                              1,842               0
   Income taxes payable                                                    0          18,433
                                                                  __________      __________
             Total current liabilities                               148,963         265,731
                                                                  __________      __________

Noncurrent liabilities:
   Long-term debt, less current maturities                           530,572         562,054
   Obligation under capital lease                                      6,817          11,266
   Deferred tax liability                                            296,397         289,151
                                                                  __________      __________
             Total noncurrent liabilities                            833,786         862,471
                                                                  __________      __________

             Total liabilities                                       982,749       1,128,202
                                                                  __________      __________
Stockholders' equity:
   Common stock, no par value, 3,000,000 shares
     authorized, 8,792 issued and outstanding (8,787 in 2001)      1,990,598       1,993,998
   Retained earnings (deficit)                                      (919,060)       (391,682)
                                                                  __________      __________

             Total stockholders' equity                            1,071,538       1,602,316
                                                                  __________      __________

             Total liabilities and stockholders' equity           $2,054,287      $2,730,518
                                                                  ==========      ==========


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

</TABLE>

                                        3


<PAGE>


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


                                                       4/30/02        4/30/01
                                                      _________      _________

Revenues                                              $ 331,716      $ 325,717
                                                      _________      _________


Costs and expenses:
   Cost of revenues                                     220,152        260,941
   Operating, general and administrative expenses       241,938        245,322
                                                      _________      _________

             Total costs and expenses                   462,090        506,263
                                                      _________      _________

             Loss from operations                      (130,374)      (180,546)
                                                      _________      _________

Other income (expense):
   Interest income                                        4,562         14,758
   Loss on uncollectible note receivable                 (1,838)             0
   Interest expense                                     (16,953)       (17,832)
                                                      _________      _________

             Total other income (expense)               (14,229)        (3,074)
                                                      _________      _________

             Loss before income taxes                  (144,603)      (183,620)

Benefit from income taxes                                     0        (10,103)
                                                      _________      _________

             Net income (loss)                        $(144,603)     $(173,517)
                                                      =========      =========

             Net income (loss) per common share       $  (16.45)     $  (19.75)
                                                      =========      =========


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

                                        4


<PAGE>


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


                                                                      (Restated)
                                                       4/30/02         4/30/01
                                                      __________      _________

Revenues                                              $  976,336      $ 834,840
                                                      __________      _________


Costs and expenses:
   Cost of revenues                                      712,642        728,462
   Operating, general and administrative expenses        764,390        802,713
                                                      __________      _________

             Total costs and expenses                  1,477,032      1,531,175
                                                      __________      _________

             Loss from operations                       (500,696)      (696,335)
                                                      __________      _________

Other income (expense):
   Gain on sale of property                                    0         95,325
   Interest income                                        22,658         31,438
   Loss on uncollectible note receivable                  (5,871)             0
   Interest expense                                      (43,467)       (63,219)
                                                      __________      _________

             Total other income (expense)                (26,680)        63,544
                                                      __________      _________

             Loss before income taxes                   (527,376)      (632,791)

Benefit from income taxes                                      0       (317,289)
                                                      __________      _________

             Net loss                                   (527,376)      (315,502)

Other comprehensive income (loss):
   Unrealized loss on investments                              0       (250,000)
                                                      __________      _________

             Comprehensive loss                       $ (527,376)     $(565,502)
                                                      ==========      =========


             Net loss per common share                $   (59.98)     $  (35.91)
                                                      ==========      =========


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 NINE MONTHS ENDED APRIL 30
                                   (Unaudited)


                                                                    4/30/02        4/30/01
                                                                   _________      _________
<S>                                                                <C>            <C>

Cash flows from operating activities:
   Net loss                                                        $(527,376)     $(565,502)
   Adjustments to reconcile net loss
       to net cash used in operating activities
       Depreciation                                                  114,350        106,002
       Stock issued                                                        0          2,100
       Amortization                                                   29,778         19,300
       Gain on sale of property                                            0         95,325
       Unrealized loss on investments                                      0        250,000
       Deferred taxes                                                      0       (317,025)
       (Increase) decrease in:
         Accounts receivable                                         (23,064)       (40,140)
         Other receivables                                             6,403        (51,943)
         Prepaid expenses                                              7,718         13,440
       Increase (decrease) in:
         Accounts payable                                            (76,921)       (34,144)
         Accrued expenses                                            (27,306)       (26,976)
         Income taxes payable                                        (18,433)             0
         Deferred rental income                                        1,842              0
                                                                   _________      _________

         Net cash used in operating activities                      (513,009)      (549,563)
                                                                   _________      _________

Cash flows from investing activities:
   Purchase of property and equipment                                (15,820)       (11,727)
   Proceeds from sale of property and equipment                            0        809,624
   Purchase of Vena Marks & Associates, LLC                                0       (100,000)
   Purchase of Investment in Winebrenner Capital Partners, LLC             0       (250,000)
                                                                   _________      _________

         Net cash provided by (used in) investing activities         (15,820)       447,897
                                                                   _________      _________



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

</TABLE>


                                        6


<PAGE>

<TABLE>
<CAPTION>


                                                                    4/30/02        4/30/01
                                                                   _________      _________
<S>                                                                <C>            <C>

Cash flows from financing activities:
   Proceeds from issuance of common stock                                600              0
   Purchase of treasury stock                                         (4,000)             0
   Net borrowings under
      line of credit                                                       0        500,000
   Principal payments on capital lease obligation                     (3,037)        (4,156)
   Proceeds from long-term debt                                            0         25,000
   Principal payments on long-term debt                              (28,846)       (23,917)
                                                                   _________      _________

       Net cash provided by (used in) financing activities           (35,283)       496,927
                                                                   _________      _________

       Net increase (decrease) in cash                              (564,112)       395,261

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

       Cash at end of period                                       $ 410,785      $ 482,063
                                                                   =========      =========

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                        $  17,069      $  63,219
                                                                   =========      =========

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

Acquistion of Minority Interest
   Assets acquired:
       Goodwill                                                    $       0      $  84,000
                                                                   =========      =========
   Payment for assets acquired
       Stock issued                                                $       0      $  84,000
                                                                   =========      =========
Supplemental schedule of noncash financing activities:

   Debt paid by refinancing                                        $       0     $1,000,000
                                                                   =========      =========

                                        7

</TABLE>


<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 April 30, 2002 and July 31,  2001 and the results of  operations
for the  quarters  and year to date  periods  ended April 30, 2002 and April 30,
2001. The notes to the financial  statements contained in the 2001 Annual Report
to Shareholders  and incorporated by reference into the 2001 Form 10-K should be
read in conjunction with these financial statements.


NOTE 2 - GOING CONCERN
______________________

As shown in the accompanying statements of operations,  the Company has incurred
continuing  losses from operations.  Management has developed a plan to increase
sales, as well as their profit margin, and to decrease operating  expenses.  The
Company  is also  actively  searching  for  existing  bookkeeping  companies  to
acquire.  The ability of the Company to continue as a going concern is dependent
on the  success  of this plan.  The  financial  statements  do not  include  any
adjustments  that might be  necessary  if the Company is unable to continue as a
going concern.

NOTE 3 - PRIOR PERIOD ADJUSTMENT
________________________________

The prior period financial statements were adjusted to reflect the write down of
investments  to market  value.  The  effect of this  adjustment  resulted  in an
increase of the previously reported net loss and a decrease in retained earnings
of $250,000.


                                        8


<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 APRIL 30, 2002


Management's  Discussion  and  Analysis of Financial  Conditions  and Results of
Operations

         The  results  and the  nature of  operations  for the  company  changed
dramatically  since 1998. Until March 5, 1999 the company had owned and operated
The Bourbon  Stockyard,  a livestock  auction on  approximately 21 acres of land
situated  in  downtown  Louisville,  Kentucky.  The cattle  market was  changing
significantly  as fewer  livestock  producers  were taking  their  livestock  to
auctions such as those operated by the company.  There was a definite increasing
trend of  selling  directly  to  purchasers  or end users  such as  packing  and
slaughterhouses.  In July of 1995, the company entered into a ten-year operating
lease with Michigan Livestock Exchange in East Lansing, Michigan, an agriculture
cooperative  with sales  nearing One Billion  Dollars and vast  expertise in the
livestock business.  It was assumed that Michigan Livestock Exchange,  under the
10-year Lease Management  Agreement,  could provide  significantly  more capital
resources  and  expertise  than  the  company  itself  could  provide  over  the
succeeding ten years. The stockyard  facilities necessary to operate the auction
covered approximately sixteen acres of the total 21 acres, and were in dire need
of repairs.  It was  anticipated  that  capital  expenditures  to  maintain  the
facilities would rise significantly just to maintain the  property/facilities in
order  to  remain  certified  by the  U.S.  Department  of  Agriculture  and the
Commonwealth  of Kentucky.  The lease proceeds from the property were originally
$18,000  per month  under the  management  agreement  and this was  subsequently
reduced to $13,000 per month as a result of the settlement of  litigation.  This
cash flow was sufficient to meet the current  obligations of the company,  which
in fiscal  1998 were  approximately  $197,000  since  the  company  had only one
employee,  rented  minimal  office  space,  and its only debt  service  was on a
mortgage note payable of $380,205 with monthly payments of $3,283.  Accordingly,
the  proceeds  from  leases  related  to the  property  provided  the  necessary
liquidity into the near and longer term future in order to allow  management the
time to develop  other  sources of revenue  from the  property or to develop the
portions of the property not required by the livestock auction operations.

         On May 4, 1998, the Board of Directors of the company approved, but put
on hold, an Intrastate  Stock Offering aimed at raising a minimum of $400,000 to
be used for working capital and capital  expenditures related to maintaining the
property for  operations and at the same time,  developing  warehouses or office
rental space on the  perimeter of the property.  By the end of fiscal 1998,  the
company had been  approached by Home of the  Innocents,  Inc., a  not-for-profit
health care provider to special needs  children,  with an expressed  interest in
purchasing 5 to 7 acres of the site.  The company did not desire to break up the
property  and thereby  diminish  its value and the company had serious  concerns
about  environmental  issues  because of past uses of the property,  for example
about 6 acres had been used as a railroad bed for many decades. Accordingly, the
company later  proceeded  with an Intrastate  Stock  Offering  which  culminated
January 4, 1999,  raising  $597,000  in capital to be used for  maintenance  and
improvements,  of possible rentable  warehouses and/or  office/warehouse  on the
portion of the property not used in the livestock auction operations.

         In late 1998,  the company  received  an offer to purchase  part of the
Bourbon  Stock  Yard  real  estate.  On  March  5,  1999  Lincoln  International
Corporation sold The Bourbon Stockyards  providing  $3,377,991 in capital net of
expenses. Out of those sale proceeds the first Mortgage on the property to Stock
Yard Bank in the amount of $385,605 was paid off. The company  began  evaluating
various investment and acquisition options.


                                        9


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                 APRIL 30, 2002


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

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

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


                                       10


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                 APRIL 30, 2002


The intent of Lincoln is to refine the services of Accounting  USA, Inc. and the
sales of  those  services  so that it can be  replicated  in other  metropolitan
markets around the country.  Management believes the services of Accounting USA,
Inc.  meets a  unique  market  niche,  particularly  with  the  Internet  access
available to its clients.  Given that the outsourcing of  accounting/bookkeeping
is  estimated  to save clients an average of 30% to 40% of the cost of doing the
same service in-house, it is believed by management that the outsourcing concept
of  Accounting  USA,  Inc.  has  potential  for  future  expansion  and  growth.
Accounting  USA,  Inc.  does not replace the services  performed by the client's
CPA,  such as tax  preparation  and  audits.  Accordingly,  CPA's often find the
bookkeeping  performed on behalf of their client  facilitates  the  provision of
their  professional  services.  Lincoln will continue to provide  assistance and
support to the  start-up  efforts of  Accounting  USA,  Inc.  Subsequently,  the
Company increased the amount of investment in Accounting USA.

RESULTS OF OPERATIONS FOR ACCOUNTING USA, INC.
______________________________________________

STATEMENT OF INCOME FOR ACCOUNTING USA, INC.
____________________________________________

Accounting  service fee revenue  increased by 18.1% the quarter  ended April 30,
2002,  compared to the same quarter one year ago. Actual accounting  service fee
revenues were $243,598 and $287,487 respectively for the quarterly periods ended
April 30, 2001 and 2002.  The primary  factors for this increase  include a more
seasoned  sales force,  improvement  in  referral-based  selling  techniques and
greater  awareness  of the  company's  service in the  marketplace.  The average
billable value of the company's clients has remained  relatively stable, with an
average  monthly fee  structure  of $900 per client.  For the nine months  ended
April 30, 2001 and 2002,  accounting service revenues increased from $579,567 to
$843,642, or 45.6%.

The company's most  significant  cost of sales area, the accounting  department,
reflected a significant  percentage  decrease  relative to its  relationship  to
accounting service fee revenue. The accounting department's dollar cost actually
decreased slightly from $159,472 to $158,789 as we compare the quarterly periods
ended April 30,  2001 and 2002,  and as a  percentage  of service  revenue,  the
accounting  department's  cost  actually  fell  from  65.5% of sales to 55.2% of
sales.  Increased  efficiencies  in processing  methods and improved  management
techniques were important  reasons for the improvement in the performance of the
accounting  department.  For the nine  months  ended  April  30,  2001 and 2002,
respectively,  accounting  department costs increased from $437,444 to $478,043,
or 9.3%.

The second  largest cost of sales area of the company,  the payroll  department,
experienced  a  dollar  cost  decrease  from  $43,106  to  $39,680,  and it also
experienced  a decline  from 17.7% of sales to 13.8% of sales as we compare  the
quarterly  periods  ended  April 30, 2001 and 2002,  respectively.  For the nine
months ended April 30, 2001 and 2002,  respectively,  payroll  department  costs
increased  from $110,231 to $161,984.  Relative to the payroll  department,  the
company  closed this  department  during the first quarter of the current fiscal
year and began  outsourcing this function to a key strategic  payroll partner to
both reduce cost and gain greater efficiency in its key accounting area.

Sales and  marketing  cost  actually  decreased  from $42,850 for the  quarterly
period ended April 30, 2001 to $35,757 for the quarterly  period ended April 30,
2002, or a 16.5% decrease. This decrease primarily related to reductions made to
the sales staff relative to unproductive  sales  personnel.  The  referral-based
selling techniques developed by the company over the last year do not require as
many sales personnel to produce effective results. The company also reduced some
advertising  expenditures  that were deemed to be largely  ineffective.  For the
nine months  ended April 30, 2001 and 2002,  respectively,  sales and  marketing
costs decreased from $188,098 to $124,075, or 34.0%.


                                       11


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                 APRIL 30, 2002


Depreciation and amortization  expense  increased from $25,929 for the quarterly
period ended April 30, 2001 to $37,676 for the quarterly  period ended April 30,
2002.  For the  nine  months  ended  April  30,  2001  and  2002,  respectively,
depreciation and  amortization  expense  increased from $71,637 to $113,028,  or
57.8%.

Other notable operating cost areas include the company's conversion cost, or the
cost  related  to the  addition  of new  clients  and the  conversion  of  their
accounting  records from its  predecessor  accounting  platform to the company's
platform. These cost are primarily labor and supplies. These cost decreased from
$26,245  (10.8% of  revenue)  to $19,016  (6.6% of  revenue)  as we compare  the
quarterly  periods  ended April 30, 2001 to April 30, 2002.  For the nine months
ended April 30, 2001 and 2002, respectively,  conversion cost decreased slightly
from $59,156 to $57,315, or 3.1%.

General  and  administrative  cost and  technology  cost,  on a combined  basis,
increased from $84,493 for quarterly  period ended April 30, 2001 to $93,774 for
the  quarterly  period ended April 30, 2002, or a 10.9%  increase.  For the nine
months ended April 30, 2001 and 2002,  respectively,  general and administrative
and  technology  expenses  increased  from $252,402 to $279,126,  or 10.6%.  The
company continues to invest in technology solutions that will allow it to better
serve its clients and permit greater access to its web-based information system.
The  company  expects  a  relatively   modest  increase  in  these  general  and
administrative and technology expenses in the next few quarterly periods.


BALANCE SHEET FOR ACCOUNTING USA, INC.
______________________________________

The company's  accounts  receivable (net of the reserve)  actually  decreased by
..5%, based upon open  receivables at April 30, 2001 of $99,223  compared to open
receivables  of $98,714  at April 30,  2002.  Given the  quarterly  increase  in
accounting service revenue of over 18% from the prior year, the open receivables
balance has benefited  from an  aggressive  collection  approach  adopted by the
company.

Gross  tangible  fixed assets  increased  from their April 30, 2001  position of
$363,966 to the April 30, 2002 position of $425,562,  or an increase of $61,596.
The increased  expenditures were primarily  related to technology  equipment and
software. The company is not anticipating making any significant  expenditure in
the near future since most of the technology infrastructure is in place.

The  company  is  currently  amortizing  an  intangible  asset  referred  to  as
Capitalized  Client Listing  associated  with the  acquisition of a competitor's
client base in the prior fiscal year. As of April 30, 2002, the gross intangible
asset basis was $125,322 with accumulated  amortization of $36,610.  As of April
30,  2001,  the gross  intangible  asset  basis was  $123,000  with  accumulated
amortization of $12,300.

Trade accounts payables  increased from their April 30, 2001 position of $10,532
to their April 30, 2002 position of $34,072.

Term  debt of the  company  decreased  from the prior  year,  with  $95,760  and
$117,409 outstanding for the periods of April 30, 2002 and 2001, respectively.


                                       12


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                 APRIL 30, 2002


ACQUISITION OR DISPOSITION OF ASSETS

         On January 31, 2001,  the company sold the real estate  located at 2300
Greene Way for $1,062,500.  On May 30, 2001 the company also sold for $1,250,000
a commercial property located at 2200 Greene Way. Currently the property located
at 2211 Greene Way is listed for sale for a sale price of $1,375,000.

LIQUIDITY AND CAPITAL NEEDS

         The company currently has approximately $411,000 in cash with a debt of
approximately  $490,000  on 2211  Greene  Way.  The  property  is listed  and is
anticipated  that it could be sold within the year.  The  company has  available
approximately  $1,250,000  -  $1,500,000  that would be used to inject as needed
into  Accounting USA, Inc. It is expected that Accounting USA, Inc. will reach a
break-even  point on or  before  the end of 2002.  It is  believed,  based  upon
current  projections no more than $60,000 is needed to be invested in Accounting
USA, Inc.  Accordingly,  the company has available the liquidity and  additional
capital  necessary to reach a point where losses cease and Accounting  USA, Inc.
can be taken to the next level.

LITIGATION

         On March 23, 1999,  two minority  shareholders,  Merle Brewer and Sarah
Forree, filed a lawsuit in the United States District Court, Western District of
Kentucky  Louisville  Division against Lincoln  International  Corporation,  and
individuals  Thurman L. Sisney,  David  Barhorst (who resigned June of 1998) and
Mr.  Richard  Dolin  (deceased in February of 1999).  The case is styled:  Civil
Action No.  3:99CV-178-S.  On May 18, 1999,  Lincoln  International  Corporation
filed a Motion to Dismiss the complaint  alleging that there are no questions of
law nor facts substantiating the allegations in the complaint. A response to the
Motion to Dismiss was filed by the Plaintiffs on July 8, 1999. On June 30, 1999,
the  Plaintiffs  filed a Motion to Amend the  Complaint  to  substitute  another
Plaintiff in place of one of the original Plaintiffs,  Sarah Forree. On December
23, 1999 the Court granted the  Plaintiff's  Motion and allowed Terry Kennedy to
be substituted as a Plaintiff for Sarah Forree. On February 18, 2000 the company
filed an Amended Motion to Dismiss.  Defendants have also raised in their Motion
to Amend the Complaint the allegation  that notice of dissenter's  rights should
have been  provided in the reverse  split that  concluded  on April 5, 1998.  On
December  20,  2000  the  Court  entered  an  Order  Dismissing  Count  X of the
Plaintiffs  Amended  Complaint  for  failure to state a claim upon which  relief
could be granted  pursuant to Fed. R. Civ. P.  12(bx6) and denied the  company's
Motion with  respect to  dismissing  the  remainder  of the  Plaintiffs  Amended
Complaint. The Court's dismissal of Count X of the Complaint in effect validated
the reverse split of the company completed on April 5, 1998.

         On July 17, 2001, the company entered into a Settlement  Agreement with
the two-named Plaintiffs Terry Kennedy and Merle Brewer and their legal counsel.
In the Settlement Agreement the Company and the named Defendants  disclaimed any
liability. A settlement was agreed to because of the cost litigating the matter.
In the  settlement  the  company  agreed to give  each  named  Plaintiff,  stock
equivalent  to a value of $2,000,  and the  Plaintiffs  would have a  thirty-day
option to sell that stock back to the company for $2,000. The value of the stock
would be based upon the last listed trade value as listed on NASDAQ.


                                       13


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                 APRIL 30, 2002


         Further, any shareholders who tendered their stock in the Tender Offer,
in 1997 will be notified that they will have the  opportunity  to buy back stock
of the  company  at a price of  $120.00  per  share  (or  $0.30 per share at the
pre-split value) the value at which the stock was sold in the Tender.  In regard
to those who sold stock as part of the Reverse  Split in 1998,  the company will
allow those  shareholders to buy back in also at the same rate i.e.  $120.00 per
share  (or  $0.30 of the  pre-split  value)  if they so  desire.  As part of the
settlement  Lee  Sisney  will put up half of the  stock to be sold to those  who
choose to buy back into the company and the company  will put up the other half.
Also, the legal fees for  Plaintiffs  attorneys will be paid in an amount not to
exceed  $74,500 as verified as concurrent  with the work that was done up to and
including the settlement agreement.  A Fairness Hearing was held on November 20,
2001.  Only one (1)  shareholder  with  standing  was  allowed  to object at the
Fairness Hearing. Legal counsel was directed to prepare a Statement of Facts and
Conclusions of Law and when completed the Court will make a final determination.
On January 15, 2002 the Court  approved the  Settlement  Agreement.  The company
will  take the  appropriate  steps to  effectuate  the  terms of the  Settlement
Agreement approved by the Court on January 15, 2002.

         In the Civil  Action of Merle  Brewer  and Terry  Kennedy  vs.  Lincoln
International  Corporation,  et al, Civil Action No. 3-99CV-178-G,  a "Notice of
Proposed Class  Settlement and Fairness  Hearing" was mailed on October 26th and
27,  2001 via the  United  States  Postal  Service  to all  Class A and  Class B
shareholders as set forth in the July 27, 2001  Settlement  Agreement as amended
and these  Notices  were mailed to the last known  address of said  shareholders
pursuant to the Settlement Agreement. A copy of the mailing list was provided to
the Court at the November 20, 2001 Fairness Hearing.

         Pursuant to the Order of 19 October 2001 of the United States  District
Court Western District of Kentucky,  Louisville Division in the above-referenced
Civil  matter the  following  steps  were  completed  by  Lincoln  International
Corporation:

            (a)   The "Notice Of Proposed Class Settlement And Fairness Hearing"
                  was  mailed  on  October  26th and 27th,  2001 via the  United
                  States Postal  Service to all Class A and Class B Shareholders
                  of record at their last known addresses.

            (b)   The  "Notice  To  Class  A  and B  Members,  and  all  present
                  Shareholders  Of Lincoln  International  Corporation"  setting
                  forth  their  rights and  providing  claim forms was mailed on
                  March  19,  2002  via  the  United   States   Postal   Service
                  (personally  picked up by a postal  carrier  officer) at their
                  last known addresses.

              c)  Lincoln  International  Corporation  check  number  003700 was
                  issued on March 14, 2002 to John R. Shelton,  attorney for the
                  Plaintiffs, in the amount of $74,500 as attorney fees pursuant
                  to the Settlement Agreement.

            (d)   Lincoln  International  Corporation Stock  Certificate  number
                  6501 for 15 shares was issued to Plaintiff Merle L. Brewer and
                  dated March 14, 2002 pursuant to the Settlement Agreement.

            (e)   Lincoln  International  Corporation Stock  Certificate  number
                  6502 for 15 shares was issued to Plaintiff  Terry  Kennedy and
                  dated March 14, 2002 pursuant to the Settlement Agreement.

         As a  result  of  the  Settlement,  Lincoln  International  Corporation
received a response from one Class A Shareholder.

         The Class A Stock was sold from the  personal  holdings  of  Thurman L.
Sisney.


                                       14


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                          PART 1: FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                 APRIL 30, 2002


         As a  result  of  the  Settlement,  Lincoln  International  Corporation
received  responses from five (5) of the Class B Shareholders  exercising  their
rights to  purchase  one (1) share  each of  Lincoln  International  Corporation
stock:

         A total of six (6) Stock  Certificates  have been issued to the Class A
and Class B shareholders noted above.

         All terms and  conditions of the Settlement  Agreement  approved by the
Court have been complied with.


                                       15


<PAGE>


                        LINCOLN INTERNATIONAL CORPORATION
                           PART II: Other Information

Item 6.

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

Lincoln International  Corporation was not required to file a Form 8K during the
current quarter.





                                       16


<PAGE>


                                   SIGNATURES


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

                                                LINCOLN INTERNATONAL CORPORATION



                                                /s/ LEE SISNEY
                                                ________________________________
                                                Lee Sisney, President



                                                /s/ BRIAN MCDONALD
                                                ________________________________
                                                Brian McDonald, Secretary


Dated this 18th day of June, 2002









                                       17