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): September 30, 2005
LINCOLN INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-5767 61-0575092
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(State or other jurisdiction (Commission (I.R.S Employer
of incorporation) File Number) Identification No.)
641 Lexington Avenue, 25th Floor, New York, New York 10022
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (212) 421-1616
ITEM 1.01. Entry Into A Material Agreement
On September 30, 2005 Lincoln International Corporation ("Lincoln") entered into
a share exchange agreement with ShowToGo, LLC ("STG"), a private limited
liability company existing under the laws of the State of Delaware. Effective
upon the closing of this transaction, STG shall convert into a private Delaware
corporation. The closing of this transaction is conditioned on the filing of a
Schedule 14f-1 as well as other closing conditions which are more fully detailed
in the attached exhibit. Additionally, the closing of this transaction shall not
take place until Lincoln has raised at least $2,000,000 in a private placement
transaction. The closing is conditioned upon the success of this private
placement transaction. Upon the closing of this transaction, STG and its sole
shareholder shall exchange all of its outstanding securities in return for
approximately 22,968,000 shares of Lincoln's common stock, and STG shall become
a wholly-owned subsidiary of Lincoln. Lincoln's shareholders of record as of the
closing shall receive a payment of $111,000, minus any unpaid expenses currently
outstanding, and STG shall repay approximately $65,000 of Lincoln's outstanding
indebtedness.
The closing of this transaction will result in a change of control of Lincoln as
well as the resignation of all of Lincoln's current directors and officers.
After the closing, Lincoln intends to change its name to ShowToGo, Inc.
Exhibit
10.1 Share Exchange Agreement between ShowToGo, LLC and Lincoln International
Corporation
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 as thereunto duly authorized in the City of New
York, State of New York, on the 3rd day of October, 2005.
Date: October 3rd 2005 LINCOLN INTERNATIONAL CORPORATION
/s/ DEREK CALDWELL
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By: Derek Caldwell
Title: President