                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D. C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): January 30, 2004


                        LINCOLN INTERNATIONAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                           Kentucky 0-5767 61-0575092
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                    (State or other jurisdiction (Commission
                        (I.R.S Employer of incorporation)
                        File Number) Identification No.)


              Suite 201, 2300 Greene Way Louisville, Kentucky 40220
          -------------------------------------------------------------
               (Address of principal executive office) (Zip Code)


       Registrant's telephone number, including area code: (502) 671-0010



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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         On January 30, 2004, the company  transferred  substantially all of its
operating  assets to its  wholly-owned  subsidiary  AUSA, Inc.  Thereafter,  the
company  declared  a  distributive  dividend  to its  stockholders  of record on
January  30, 2004 of all the shares of common  stock of AUSA,  Inc. so that each
stockholder of the company will receive one share of AUSA, Inc. common stock for
each share of common stock of the company owned by such  stockholder  on January
30, 2004.

         Excluded from the assets  transferred by the company to AUSA, Inc. were
cash and deposit account  balances of approximately  $450,000,  which funds have
been  retained  by  the  company  as  well  as   liabilities   estimated  to  be
approximately $33,000.


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Lincoln  International  Corporation  has duly caused this report to be signed on
its behalf, by the undersigned,  President and Chief Executive Officer,  Thurman
L. Sisney as thereunto duly  authorized in the City of Louisville,  Commonwealth
of Kentucky, on the 30th day of January, 2004.


Date: January 30, 2004                  LINCOLN INTERNATIONAL CORPORATION


                                        /s/ THURMAN L. SISNEY
                                            ----------------------------
                                        By: Thurman L. Sisney
                                            President


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                                  EXHIBIT INDEX

 EXHIBIT NO.                       DESCRIPTION
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      2         Asset Contribution And Stock Purchase Agreement



