


                            SCHEDULE 14A INFORMATION
                    PROXY STATEMENT PURSUANT TO SECTION 14(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


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                              LINCOLN INTERANTIONAL
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<PAGE>

                        LINCOLN INTERNATIONAL CORPORATION
                                 2211 GREENE WAY
                           LOUISVILLE, KENTUCKY 40220

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                    TO BE HELD ON THE 27TH DAY OF APRIL, 2004

         Notice is hereby given that the Annual Shareholders Meeting of Lincoln
International Corporation will be held at 2211 Greene Way, Louisville, Kentucky
40220 on the 27th day of April, 2004, at 10:30am (Eastern Daylight Time) for the
following purposes:

         1.    Election of three directors of Lincoln International Corporation
               to hold office for one year and/or until successors shall have
               been duly elected and qualified.

         2.    The ratification of the appointment of Carpenter, Mountjoy &
               Bressler as Lincoln International Corporation's accountants of
               record.

         The Board of Directors has fixed the 31st day of March, 2004, as the
record date for determination of Shareholders entitled to notice of and to vote
at the meeting.

         We look forward to seeing you at the meeting.

         Dated, this the 7th day of April, 2004.

                                                   Cordially,



                                                   Thurman L. Sisney

<PAGE>

                              INFORMATION STATEMENT

                       FOR ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD APRIL 27, 2004


This statement is furnished in connection with matters to be voted at the Annual
Meeting of Shareholders of Lincoln International  Corporation (the "Company") to
be held at 10:30 a.m. on April 27, 2004 at the Company's  offices at 2221 Greene
Way,  Louisville,  Kentucky and at any and all adjournments thereof with respect
to the matters referred to in the accompanying notice.

             WE ARE NOT ASKING YOU FOR A PROXY AND YOUARE REQUESTED
                             NOT TO SEND US A PROXY.

                        VOTING SECURITIES AND RECORD DATE

The No Par Common Stock is the only outstanding class of securities.  Holders of
record at the close of business on March 31, 2004 are entitled to notice of this
Annual  Meeting and to vote at the meeting or any  adjournment  thereof.  At the
close of  business  on March 31,  2004,  there were 2,609  shares of said No Par
Common Stock  issued,  outstanding  and  entitled to vote.  Each share of Common
Stock entitles the holder thereof on the record date to one vote at the meeting.

                        QUORUM AND PRINCIPAL SHAREHOLDERS

The presence,  in person or by proxy,  of the holders of a majority of the total
of the  outstanding  shares is  necessary  to  constitute a quorum at the Annual
Meeting.  Approval of all matters  specified in the Notice of Annual Meeting (or
any other  business  properly  coming  before  the  meeting)  will  require  the
affirmative vote of a majority of the shares present at the meeting.

The following  table sets forth,  as of March 31, 2004,  the number of shares of
the  Company's  voting  securities  beneficially  owned  by  directors,  by  all
beneficial  owners  of  more  than  5% of  said  voting  securities,  and by all
directors of the Company as a group:



Directors, Executive                               Shares Owned
  Officers and 5%                                     as of          Percent
   Shareholders              Since       Age      March 30, 2004     of Class
   ------------              -----       ---      --------------     --------

Thurman L. Sisney,
President, Treasurer
and Director                 1994         57          607 (1)         23.26%

Richard Jay Frockt
Chairman of the Board
Secretary and Director       1997         59          507 (2)         19.43%

Janet Clark Frockt
Director                     1997         57          402 (2)         15.41%

Officers and Directors
as a Group                                          1,516             58.11%

<PAGE>

(1) Mr.  Sisney  claims  beneficial  interest in 968 shares of the Company which
includes 361 shares held by his wife, Sherleen S. Sisney.

(2)  Richard  Frockt,  a  Director  of  the  Company,  is the  beneficiary  of a
tax-deferred annuity which, in turn, is the owner of all the outstanding capital
stock of Salina Investment LTD, the record holder of 402 shares. Mr. Frockt also
owns 105 shares directly. In addition,  Janet Frockt, the wife of Richard Frockt
and a Director of the Company,  is the  beneficiary  of a  tax-deferred  annuity
which, in turn, is the owner of all the capital stock of Pyramid Securities LTD,
the record holder of 402 shares.  Mr. Frockt disclaims any beneficial  ownership
interest  in the shares to which Mrs.  Frockt is the  beneficiary.  Mrs.  Frockt
disclaims any beneficial  ownership interest in the shares to which Mr. Frock is
the  beneficiary.  Further,  the Ryan  Jeffrey  Frockt  Trust,  Sheldon  Gilman,
Trustee, is the owner of 200 shares of Lincoln common stock. Ryan Jeffrey Frockt
is the legally  emancipated  son of Richard  Jay Frockt and Janet Clark  Frockt,
both of whom  disclaim  any  beneficial  ownership  in the  shares to which Ryan
Jeffrey Frockt is beneficiary.


BUSINESS HISTORY OF DIRECTORS

Thurman L.  Sisney--Mr.  Sisney is President  of the  Company.  He has a masters
degree in  Business  Administration  and a law  degree  from the  University  of
Louisville and has been in private practice since 1980. Mr. Sisney has served as
general counsel to the Finance and Administration Cabinet as well as counsel and
legislative  liaison to the governor of Kentucky.  He has also served as general
counsel and Deputy Commissioner of the Department of Agriculture.  Mr. Sisney is
and has been active in numerous civic and charitable  organizations.  Mr. Sisney
has been President of Lincoln since October of 1994.

<PAGE>

Janet  Clark  Frockt--Ms.  Clark  Frockt has a B.A.  in  Dramatic  Arts from the
University of California at Santa Barbara.  She has performed with the Wand'ring
Minstrels Theatrical Group and Theatre A La Carte in Louisville,  Kentucky.  Ms.
Frockt is also the author, Assistant Director and Producer of the film "Dominant
Positions", an original screenplay filmed for PBS. Ms. Frockt and Mr. Frockt are
husband and wife. Richard Jay Frockt--Mr. Frockt is Chairman of the Board of the
Company. Mr. Frockt has a B.S. in History from Western Kentucky University and a
juris  doctorate from the University of Louisville Law School.  He was a capital
partner with the law firm Barnett and Alagia in Louisville  until 1986,  when he
became the Chief  Operating  Officer  of TMC  Communications,  a  regional  long
distance telephone company in Santa Barbara,  California. Mr. Frockt founded WCT
Communications,  Inc.  in 1989.  He  served as  Chairman  of the Board and Chief
Executive Officer of that company until 1995.

The Board of Directors  of the Company  does not have an audit  committee or any
director  that  qualifies as a financial  expert.  The Board of  Director,  when
appropriate  fulfills the same functions as would an audit committee.  The Board
of Directors  does not believe it is  necessary  to add a financial  expert as a
director  of the  Company as the  Company  has  following  the close of the last
fiscal  year  liquidated  all of its  operating  assets and it is aware that its
principal  stockholders are currently  attempting to structure a sale of control
of the Company.

Mr. Sisney received $23,692 in salary in fiscal year 2003 plus medical and other
miscellaneous benefits. The directors received no compensation for meetings. The
Company has no outstanding  equity based  compensation  plans,  including  stock
option plans.  No stock,  options or other equity of the Company has been issued
to any  director or officer of the Company  during the last two fiscal years and
no option or other right to acquire  securities  of the  Company  are  currently
outstanding.

                               RECENT DEVELOPMENTS

DEVELOPMENTS DURING FISCAL 2003

On August 16, 2002, the CEO for Accounting USA, Mr. Brian W. McDonald,  resigned
to  pursue  other  interests.  Approximately  one  month  after  Mr.  McDonald's
departure  one  of  the  Company's  Client  Account  Specialists   resigned  and
concurrently  ten (10)  clients  left with  directions  they were  moving  their
business to a Company  established  by the departing  operations  employee,  Ms.
Suzanne  Luckett.  The Company  filed a lawsuit  against Ms.  Luckett in October
2002, and subsequently on March 7, 2003 filed a Motion to Amend its Complaint to
include  another  former  operations  employee by the name of  Stephanie  Colin.
Following  discovery,  the Company  amended its Complaint  further and the court
approved  bringing  in as  Defendants  Karen  McDonald  and  Brian W.  McDonald.
Discovery  indicated that Karen  McDonald,  Suzanne  Luckett and Stephanie Colin
formed an Indiana corporation by the name of Accounting Advantage,  LLC to which
approximately  $200,000  worth of annualized  revenue from clients of Accounting
USA had been transferred. That lawsuit was settled on October 17, 2003 resulting
in the extension of the Non-Compete Agreement with Mr. McDonald,  foreclosure of
Accounting Advantage from soliciting any current or former clients of Accounting
USA, and Karen and Brian McDonald  returning their 200 shares of common stock of
the Company back to Lincoln to be retired.

<PAGE>


On December 6, 2002,  the Board of  Directors  held its only meeting of the 2003
fiscal year.  All other actions taken by the Board of Directors  were by written
consent in lieu of a meeting.

On December 15, 2002, the Company  entered into an agreement with Paychex,  Inc.
to sell its  payroll  operation.  Pursuant to that sales  agreement  the Company
received  $45,379  in January  2003 and an  additional  $56,298 in August  2003.
Through  this  process,  the Company has  developed  a new  strategic  marketing
relationship with Paychex,  Inc. Since the completion of the sale, Paychex, Inc.
sales  employees have been actively  referring their clients and sales prospects
to  Accounting  USA and vice versa.  The Company  has also  actively  engaged in
conversation  with various  accounting firms and other  outsourced  suppliers of
administrative services in the Louisville Metro Area to form strategic alliances
and/or joint business ventures.

On January  27th,  2003,  the Company  entered  into an  agreement  with Kenneth
Berryman to serve as President and CEO of the Company's Accounting USA division.
Mr.  Berryman has  substantially  reduced the Company's  monthly cash losses and
repositioned  the Company to facilitate  sales growth.  As of September 1, 2003,
Mr.  Berryman was hired as a full-time  employee of the Company  continuing  his
duties as President and CEO of the Accounting USA division.

On July 28, 2003 the Company  received notice that its long time accounting firm
and  auditor,  Potter &  Company  was  terminating  its  relationship  effective
immediately  with  Lincoln.  On October 31,  2003,  Lincoln  engaged  Carpenter,
Mountjoy,  & Bressler  located at 2300 Waterfront  Plaza,  325 West Main Street,
Louisville, KY 40202-4244 as its new independent auditor.

DEVELOPMENTS FOLLOWING THE CLOSE OF FISCAL 2003

On August 22, 2003, the Company sold its last remaining commercial office rental
property  located in Louisville,  Kentucky for $1,260,000.  At the sale closing,
the Company  paid off its first and second  mortgages  against  the  property of
$485,551  and  $57,599,  respectively.  After  closing  fees,  taxes  and  other
adjustments,  the Company received net proceeds of $637,664. It is expected that
the Company will pay local taxes of approximately  $14,000 related to this sale.
The  Company  is  expected  to utilize a portion  of its  federal  and state net
operating  loss  carryforwards  to offset the federal and state taxes related to
this sale.

In  January  2004,  Lincoln  transferred  all  of  its  assets  relating  to the
Accounting USA business  operations to a  wholly-owned  subsidiary,  AUSA,  Inc.
Lincoln  then  distributed  all  of  its  shares  of  AUSA,  Inc.  stock  to its
shareholders.  AUSA,  Inc. is a private  corporation and is not required to file
reports with the  Securities  and Exchange  Commission  under the Securities and
Exchange Act of 1934.

<PAGE>


                            MATTERS TO BE ACTED UPON

ELECTION OF DIRECTORS

Thurman L.  Sisney,  Richard Jay Frockt,  and Janet Clark Frockt are proposed as
directors of Lincoln  International  Corporation and to hold office for one year
and/or until successors shall have been duly elected and qualified.

APPROVAL OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

It is recommended  by the Board of Directors that the  appointment of Carpenter,
Mountjoy & Bressler as Lincoln International Corporation's accountants of record
be approved by the shareholders.

OTHER MATTERS

The Board of Directors  does not know of any other  matters to be presented  for
action at the meeting.  However,  in the event that any other  matters  properly
come  before  the  2004  Annual  Meeting,  such  matters  shall  be  acted  upon
accordingly.

                                  ANNUAL REPORT

The Annual Report of Lincoln International Corporation for the fiscal year ended
July 31, 2003 was mailed to shareholders  simultaneously  with this  Information
Statement  and  shareholders  are  referred  to said report for fiscal and other
information concerning the Company's activities.  However, the Annual Report and
the Financial  Statements are not to be deemed a part of the material  contained
in this Information Statement.

A copy of Lincoln International Corporation's Annual Report (Form 10-K) as filed
with the Securities and Exchange Commission, including the Financial Statements
and Schedules thereto, may be obtained by Shareholders without charge by writing
to:

Mr. Richard Frockt
2211 Greene Way
Louisville, KY 40220

WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.


<PAGE>




                                     BY ORDER OF THE BOARD OF DIRECTORS



                                     /s/ RICHARD FROCKT
                                     -------------------------
                                     Richard Frockt, Secretary

                                     April 13, 2004


