Form 10-QSB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended April 30, 2006 Commission file No. 0-05767
LINCOLN INTERNATIONAL CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 20-1748504
______________________________ ______________________
(State of other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
641 Lexington Avenue, 25th Floor
New York, New York 10022
________________________________________ __________
(Address or principal executive offices) (Zip Code)
(Registrants Telephone Number, Including Area Code) (212) 421-1616
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 by check whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
Indicate by check whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES [X ] NO [ ]
Indicate the numbers of shares outstanding of each of the issuer's classes of
common stock, as of May 24, 2006: 2,610,000 shares of common stock, $0.0001 par
value.
LINCOLN INTERNATIONAL CORPORATION
INDEX
PAGE(S)
Part I: Financial Information
Item 1. Financial Statements:
Balance Sheets as of April 30, 2006 (Unaudited)
and July 31, 2005 1
Statements of Operations (Unaudited) for the
three months ended April 30, 2006 and
April 30, 2005 2
Statements of Operations (Unaudited) for the
nine months ended April 30, 2006 and
April 30, 2005 3
Statements of Cash Flows (Unaudited) for the
nine months ended April 30, 2006 and
April 30, 2005 4
Notes to the Financial Statements (Unaudited) 5-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-10
Item 3. Controls and Procedures 10
Part II: Other Information
Item 1. Legal Proceedings 10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters for a vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits 11
Signatures 11
LINCOLN INTERNATIONAL CORPORATION
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
BALANCE SHEETS
(Unaudited) (Audited)
4/30/06 7/31/05
__________ __________
ASSETS
Current assets:
Cash & equivalents $ 9,439 $ 7,067
Unemployment tax refund receivable 2,102 -
______________ _____________
Total assets $ 11,541 $ 7,067
============== =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accrued expenses $ 21,307 $ 49,096
Advances from - related party 102,626 24,879
Notes payable - related party 65,000 65,000
_____________ ____________
Total current liabilities 188,933 138,975
Stockholders' deficit:
Preferred stock, no par value, 50,000,000 shares
Authorized, no shares issued and outstanding - -
Common stock, par value $0.0001 per share,
500,000,000 shares authorized, 2,610,000 issued
and outstanding (2,610,000 on 7/31/05) 261 261
Additional paid-in-capital 1,918,361 1,918,361
Accumulated deficit (2,096,014) (2,050,530)
____________ ____________
Total stockholders' deficit (177,392) (131,908)
____________ ____________
Total liabilities and
stockholders' deficit $ 11,541 $ 7,067
============= ============
The accompanying notes are an integral part of the Financial Statements.
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LINCOLN INTERNATIONAL CORPORATION
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED:
(UNAUDITED)
4/30/06 4/30/05
_____________ _____________
Costs and expenses:
Selling, general & admin. expenses $ 14,627 $ 15,953
_____________ ____________
Loss from operations (14,627) (15,953)
_____________ ____________
Other expense:
Interest expense, net (3,374) (1,374)
_____________ ____________
Total other expense (3,374) (1,374)
_____________ ____________
Pretax loss (18,001) (17,327)
Income tax expense 525 -
_____________ ____________
Net loss $ (18,526) $ (17,327)
============= ============
Per Common Share:
Loss from operations $ (0.01) $ (0.01)
_____________ ____________
Net loss $ (0.01) $ (0.01)
============= ============
Weighted average number of shares used
in calculating per share information 2,610,000 2,610,000
============= ============
The accompanying notes are an integral part of the Financial Statements.
2
LINCOLN INTERNATIONAL CORPORATION
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED:
(UNAUDITED)
4/30/06 4/30/05
_____________ _____________
Costs and expenses:
Selling, general & admin. expenses $ 37,625 $ 41,326
_____________ ____________
Loss from operations (37,625) (41,326)
_____________ ____________
Other income (expense):
Interest expense, net (8,875) (2,655)
Miscellaneous income, net 2,066 527
_____________ ____________
Total other income (expense), net (6,809) (2,128)
_____________ ____________
Pretax loss (44,434) (43,454)
Income tax expense 1,050 -
_____________ ____________
Net loss $ (45,484) $ (43,454)
============= ============
Per Common Share:
Loss from operations $ (0.02) $ (0.02)
_____________ ____________
Net loss $ (0.02) $ (0.02)
============= ============
Weighted average number of shares used
in calculating per share information 2,610,000 2,610,000
============= ============
The accompanying notes are an integral part of the Financial Statements.
3
LINCOLN INTERNATIONAL CORPORATION
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED:
(Unaudited)
4/30/06 4/30/05
____________ ____________
Cash flows from operating activities:
Net loss $ (45,484) $ (43,454)
Adjustments to reconcile net loss to net cash
provided by (used in)operating activities:
(Increase) decrease in:
Receivables (2,102) -
Increase (decrease) in:
Advances from related parties 77,748 -
Accrued expenses (27,790) (20,677)
____________ _____________
Net cash provided by (used in)
operating activities 2,372 (64,131)
____________ _____________
Cash flows from financing activities:
Proceeds of notes payable - related party - 65,000
____________ ____________
Net cash provided by
financing activities - 65,000
____________ ____________
Net increase in cash 2,372 869
Cash at beginning of period 7,067 -
____________ ____________
Cash at end of period $ 9,439 $ 869
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ - $ -
============ ============
Cash paid during the period for taxes $ 1,050 $ -
============ ============
The accompanying notes are an integral part of the Financial Statements.
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LINCOLN INTERNATIONAL CORPORATION
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
NOTE A - 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 ("Lincoln" or the "Company") at April 30, 2006 and July 31, 2005 and
the results of operations for the three and nine months ended April 30, 2006 and
April 30, 2005. The notes to the financial statements contained in the 2005 Form
10-KSB should be read in conjunction with these financial statements. Operating
results for the three and nine months ended April 30, 2006 are not necessarily
indicative of the results that may be experienced for the fiscal year ended July
31, 2006.
NOTE B - CRITICAL ACCOUNTING POLICIES AND RECENT PRONOUNCEMENTS
GOING CONCERN: The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. As reflected in
the accompanying financial statements, the Company has incurred recurring
operating losses and negative cash flows from operations over the prior three
years which raises substantial doubt about the Company's ability to continue as
a going concern. As more fully described in ITEM 2, management is addressing
these issues. The financial statements do not include any adjustments that might
result from the Company being unable to continue as a going concern.
CASH AND CASH EQUIVALENTS: The Company considers all highly liquid investments
with original maturities of three months or less to be cash or cash equivalents.
USE OF ESTIMATES: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported amounts of
revenues and expenses during the periods. Actual results could differ from those
estimates
NET LOSS PER SHARE: Basic loss per share is computed using the weighted average
number of shares outstanding. Diluted loss per share is computed using the
weighted average number of shares outstanding adjusted for the incremental
shares attributed to outstanding options and warrants to purchase common stock,
when their effect is dilutive.
RECENT ACCOUNTING PRONOUNCEMENTS: In May 2005, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards No.
154, "Accounting Changes and Error Corrections-a replacement of APB Opinion No.
20 and FASB Statement No. 3" ("SFAS 154"). This Statement replaces APB Opinion
No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting
Changes in Interim Financial Statements, and changes the requirements for the
accounting for and reporting of a change in accounting principle. This Statement
applies to all voluntary changes in accounting principle. It also applies to
changes required by an accounting pronouncement in the unusual instance that the
pronouncement does not include specific transition provisions. When a
pronouncement includes specific transition provisions, those provisions should
be followed.
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Opinion 20 previously required that most voluntary changes in accounting
principle be recognized by including in net income of the period of the change
the cumulative effect of changing to the new accounting principle. This
Statement requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. When it is impracticable to determine the period-specific effects of an
accounting change on one or more individual prior periods presented, this
Statement requires that the new accounting principle be applied to the balances
of assets and liabilities as of the beginning of the earliest period for which
retrospective application is practicable and that a corresponding adjustment be
made to the opening balance of retained earnings (or other appropriate
components of equity or net assets in the statement of financial position) for
that period rather than being reported in an income statement. When it is
impracticable to determine the cumulative effect of applying a change in
accounting principle to all prior periods, this Statement requires that the new
accounting principle be applied as if it were adopted prospectively from the
earliest date practicable. This Statement shall be effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005. The Company does not believe that the adoption of SFAS 154 will have a
significant effect on its financial statements.
In February 2006, the FASB issued FASB Statement No. 155, which is an amendment
of FASB Statements No. 133 and 140. This Statement; a) permits fair value
remeasurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation, b) clarifies which
interest-only strip and principal-only strip are not subject to the requirements
of Statement 133, c) establishes a requirement to evaluate interests in
securitized financial assets to identify interests that are freestanding
derivatives or that are hybrid financial instruments that contain an embedded
derivative requiring bifurcation, d) clarifies that concentrations of credit
risk in the form of subordination are not embedded derivatives, e) amends
Statement 140 to eliminate the prohibition on a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument. This
Statement is effective for financial statements for fiscal years beginning after
September 15, 2006. Earlier adoption of this Statement is permitted as of the
beginning of an entity's fiscal year, provided the entity has not yet issued any
financial statements for that fiscal year. Management believes this Statement
will have no impact on the financial statements of the Company once adopted.
In March 2006, the FASB issued FASB Statement No. 156, which amends FASB
Statement No. 140. This Statement establishes, among other things, the
accounting for all separately recognized servicing assets and servicing
liabilities. This Statement amends Statement 140 to require that all separately
recognized servicing assets and servicing liabilities be initially measured at
fair value, if practicable. This Statement permits, but does not require, the
subsequent measurement of separately recognized servicing assets and servicing
liabilities at fair value. An entity that uses derivative instruments to
mitigate the risks inherent in servicing assets and servicing liabilities is
required to account for those derivative instruments at fair value. Under this
Statement, an entity can elect subsequent fair value measurement to account for
its separately recognized servicing assets and servicing liabilities. By
electing that option, an entity may simplify its accounting because this
Statement permits income statement recognition of the potential offsetting
changes in fair value of those servicing assets and servicing liabilities and
derivative instruments in the same accounting period. This Statement is
effective for financial statements for fiscal years beginning after September
15, 2006. Earlier adoption of this Statement is permitted as of the beginning of
an entity's fiscal year, provided the entity has not yet issued any financial
statements for that fiscal year. Management believes this Statement will have no
impact on the financial statements of the Company once adopted.
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NOTE C - MERGER & RECAPITALIZATION
On November 3, 2004, Lincoln International Corporation (a Kentucky corporation)
was re-domesticated from Kentucky to Delaware. This was effectuated by merging
Lincoln International Corporation (a Kentucky corporation) into Lincoln
International Corporation (a Delaware Corporation), a subsidiary formed
specifically to effect this re-domestication.
Concurrent with this re-domestication, the Company has increased the number of
authorized shares from three million (3,000,000) to five hundred fifty million
(550,000,000). Of these five hundred fifty million (550,000,000) shares, five
hundred million (500,000,000) shares are common stock, par value $0.0001, and
fifty million (50,000,000) are "blank check preferred stock" as provided for
under Delaware law. Blank check preferred stock is a series of preferred stock
that is authorized by a company's Certificate of Incorporation, but this series
of preferred stock will have those rights, preferences, and privileges as are
subsequently authorized by the Board of Directors at some time in the future.
The issuance of this blank check preferred stock will not require any further
vote or authorization by shareholders, and it can be issued by the Board of
Directors at any time.
NOTE D - NOTES AND ADVANCES PAYABLE - RELATED PARTY
Between September 27, 2004 and April 30, 2005, Lincoln's principal shareholder
has made a total of $65,000 in loan advances to the Company for general
corporate purposes. The notes are payable on demand, accrue interest at an
annual rate of 9.0%, and are convertible into 565,513 shares of common stock.
The notes also include warrants to purchase a total of 565,513 shares of common
stock at a strike price of $0.11 per share for a period of five years. The
strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction that is believed to approximate fair market value. Between
May 1, 2005 and April 30, 2006, Lincoln's principal shareholder paid the
professional fees and expenses of the company totaling $102,626 that is to be
reimbursed at a later date with interest accrued at an annual rate of 9.0%.
NOTE E - STOCK DIVIDEND
On February 1, 2005, the Board of Directors declared a 999-to-1 stock dividend
for the common stock of the Company for all holders of common stock as of the
close of business on February 2, 2005. Total shares issued and outstanding
immediately following such stock dividend was 2,610,000. All per share
information in this report has been restated retroactively for this stock split.
NOTE F - SHOWTOGO SHARE EXCHANGE
Lincoln has entered into a share exchange agreement with ShowToGo, LLC, a
private limited liability company existing under the laws of the State of
Delaware ("STG"). Should the transaction be consummated, the current unitholders
of STG would acquire control of Lincoln and the existing stockholders of Lincoln
would hold approximately 10% of the combined entity. The closing of the share
exchange is subject to a number of conditions, including the closing by STG on a
specified minimum amount of financing. There is no assurance that any of the
closing conditions will be achieved or that the share exchange will be
consummated.
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LINCOLN INTERNATIONAL CORPORATION
PART 1: FINANCIAL INFORMATION
ITEM 2:
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Lincoln International Corporation was incorporated in 1960 in the Commonwealth
of Kentucky. During the current fiscal year, the company had no commercial
operations. Previously, the company was engaged in providing bookkeeping
services to small and medium sized businesses primarily in Louisville, Kentucky
through its Accounting USA division, and the rental of commercial office
property located in Louisville, Kentucky through its Rental Property division.
In the first fiscal quarter of 2004 ended October 31, 2003, the company sold its
last rental property and discontinued operations of the Rental Property
division. In the second fiscal quarter of 2004 ended January 31, 2004, the
company distributed to its stockholders its operating company, AUSA, Inc.,
containing the Accounting USA division. Since that time, the company has not had
any commercial operations.
On July 5, 2004, Lincoln's board of directors declared a liquidating
distribution of $0.12 per share in the form of a cash dividend on its common
stock, no par value, payable to shareholders of record on July 5, 2004. This
dividend totaled $313,200 and was paid on July 14, 2004.
On August 6, 2004, certain shareholders representing 83.3% of the company's
issued and outstanding shares sold their stock to a Mr. Nathan Low. Mr. Low has
acquired the common stock of the company as an investment. In connection with
the acquisition of the common stock all directors and officers of the company
resigned and two designees selected by the new principal owner were elected to
the Board of Directors. The new Board of Directors then elected two new
officers, Derek Caldwell and Samir Masri, who serve, respectively, as (a)
President and Secretary and (b) Treasurer and Assistant Secretary.
Between September 27, 2004 and April 30, 2005, Lincoln's principal shareholder
has made a total of $65,000 in loan advances to the company for general
corporate purposes. The notes are payable on demand, accrue interest at an
annual rate of 9.0%, and are convertible into 565,513 shares of common stock.
The notes also include warrants to purchase a total of 565,513 shares of common
stock at a strike price of $0.11 per share for a period of five years. The
strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction that is believed to approximate fair market value.
On October 20, 2004, a Schedule 14C Information Statement was filed by the
company providing Notice of Action to be Taken by Written Consent of the
Stockholders. This action was taken to authorize the merger of the company, a
Kentucky corporation, into its wholly-owned subsidiary, Lincoln International
Corporation, a Delaware corporation, for the purpose of changing the state of
incorporation from Kentucky to Delaware. This transaction was completed on
November 3, 2004.
On February 1, 2005, the Board of Directors declared a 999-to-1 stock dividend
for the common stock of the company for all holders of common stock as of the
close of business on February 2, 2005. Total shares issued and outstanding
immediately following such stock dividend was 2,610,000. All per share
information in this report has be restated retroactively for this stock split.
Between May 1, 2005 and April 30, 2006, Lincoln's principal shareholder paid the
professional fees and expenses of the company totaling $102,626 that is to be
reimbursed at a later date with interest accrued at an annual rate of 9.0%. On
September 30, 2005, Lincoln entered into an agreement with ShowToGo, LLC, a
private limited liability company existing under the laws of the State of
Delaware. Pursuant to this agreement, the sole shareholder of ShowToGo, LLC will
exchange all of his outstanding securities in that company in return for
approximately 22,968,000 shares of Lincoln's common stock, and ShowToGo, LLC
will 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. This transaction is subject to a number of
conditions precedent, including the successful completion by ShowToGo, LLC of a
private placement transaction wherein it raises at least $2,000,000. There is no
assurance that such conditions will be achieved or the transaction completed.
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.
8
RESULTS OF OPERATIONS
Three Months Ended April 30, 2006 Compared to the Three Months Ended April 30,
2005
The Company had no commercial operations in the third fiscal quarter of 2006 as
all previous business operations have been sold or discontinued. The Company's
only activities have been the maintenance of the corporation's status as a
public shell company and the negotiations of a potential merger with ShowToGo,
LLC.
The Company incurred $14,627 in operating expenses in the third fiscal quarter
of 2006 related to the maintenance of its corporate organization. These expenses
were largely professional fees for legal, accounting, and administrative
services. Other expenses consisted of $3,374 of interest expense accrued on
notes payable to the Company's principal shareholder. After taxes payable of
$525, the net loss for the quarter totaled $18,526.
The Company incurred $15,953 in operating expenses in the third fiscal quarter
of 2005 related to the maintenance of its corporate organization. These expenses
were largely professional fees for legal, accounting, and administrative
services. Other expense consisted of $1,374 of interest expense accrued on a
note payable to the Company's principal shareholder. The net loss for the
quarter totaled $17,327..
Inflation has not had any material impact during the last 3 years on net revenue
or income from operations. The Company has had no material benefit from
increases in its prices for services during the last three years.
Nine Months Ended April 30, 2006 Compared to the Nine Months Ended April 30,
2005
The Company had no commercial operations in the first nine months of 2006 as all
previous business operations have been sold or discontinued. The Company's only
activities have been the maintenance of the corporation's status as a public
shell company and the negotiations of a potential merger with ShowToGo, LLC.
The Company incurred $37,624 in operating expenses in the first nine months of
2006 related to the maintenance of its corporate organization. These expenses
were largely professional fees for legal, accounting, and administrative
services. Other income and expenses consisted of miscellaneous income of $2,066
primarily due to a refund of overpaid unemployment taxes and $8,875 of interest
expense accrued on notes payable to the Company's principal shareholder. After
income taxes payable of $1,050, the net loss for the period totaled $45,483.
The Company incurred $41,326 in operating expenses in the first nine months of
2005 related to the maintenance of its corporate organization. These expenses
were largely professional fees for legal, accounting, and administrative
services. Other income and expenses consisted of miscellaneous income of $527
due to an income tax refund and $2,655 of interest expense accrued on a note
payable to the Company's principal shareholder. The net loss for the quarter
totaled $43,454.
9
LIQUIDITY AND CAPITAL RESOURCES
In 2004, Lincoln liquidated and distributed substantially all of its assets,
liabilities and operations and, therefore, only has expenses related to
maintaining the corporation's status as a public shell company on an ongoing
basis. Between September 27, 2004 and April 30, 2006, Lincoln's principal
shareholder has loaned the company a total of $65,000 for general corporate
purposes and made other cash advances totaling $102,626 for the payment of fees
and expenses. Lincoln will continue to require additional capital if it is to
meet its current and future obligations.
ACQUISITION OR DISPOSITION OF ASSETS
None.
ITEM 3: CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. The Company's management has
evaluated, with the participation of the Chief Executive Officer and the Chief
Financial Officer, the effectiveness of the Company's disclosure controls and
procedures as of the end of the period covered by the Company's last Annual
Report on Form 10-KSB. Based on this evaluation, the Chief Executive Officer and
the Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information the Company is required to
disclose in reports that it files or submits under the Securities Exchange Act
of 1934 is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.
Changes in internal controls over financial reporting. There has not been any
change in the Company's internal controls over financial reporting that occurred
during the period covered by this Quarterly Report on Form 10-QSB that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
LINCOLN INTERNATIONAL CORPORATION
PART II: Other Information
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS
(a) Exhibit Index
Exhibit No. Description
- ----------- -----------
10.1 Share Exchange Agreement with ShowToGo, LLC
(Incorporated by reference from the Current Report on
Form 8-K, dated September 30, 2005.
22.1 Definitive Information Statement filed with the
Securities and ExchangeCommission on October 20, 2004
(Incorporated by Reference).
31.1 Certification of the Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer pursuant
to U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer pursuant
to U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
SIGNATURE
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 INTERNATIONAL CORPORATION
/s/ Derek L. Caldwell
-----------------
Name: Derek L. Caldwell
Title: President and Chief Executive Officer
Date: May 24, 2006
11