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, 2007 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 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 9, 2007: 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, 2007 (Unaudited)
and July 31, 2006 2
Statements of Operations (Unaudited) for the
three months ended April 30, 2007 and April 30, 2006 3
Statements of Operations (Unaudited) for the
nine months ended April 30, 2007 and April 30, 2006 4
Statements of Cash Flows (Unaudited) for the
nine months ended April 30, 2007 and April 30, 2006 5
Notes to the Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Item 3. Controls and Procedures 8
Part II: Other Information
Item 1. Legal Proceedings 9
Item 2. Unregistered Sales of Equity Securities and use of Proceeds 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters for a vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits 9
Signatures 10
LINCOLN INTERNATIONAL CORPORATION
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim period presented.
The results for the period ended April 30, 2007 are not necessarily
indicative of the results of operations for the full year.
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Lincoln International Corporation
BALANCE SHEETS
April 30, 2007 July 31, 2006
(Unaudited) (Audited)
-------------- -------------
ASSETS
Current assets:
Cash & cash equivalents $ 809 $ 2,801
______________ _____________
Total assets $ 809 $ 2,801
============== =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accrued expenses $ 39,501 $ 42,464
Advances from - related parties 142,626 102,626
Notes payable - related party 65,000 65,000
_____________ ____________
Total current liabilities 247,127 210,090
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 7/31/06) 261 261
Additional paid-in-capital 1,918,361 1,918,361
Accumulated deficit (2,164,940)
(2,125,911)
____________ ____________
Total stockholders' deficit (246,318) (207,289)
____________ ____________
Total liabilities and
stockholders' deficit $ 809 $ 2,801
============= ============
The accompanying notes are an integral part of the Financial Statements.
2
LINCOLN INTERNATIONAL CORPORATION
STATEMENTS OF OPERATIONS
For the Three Months Ended:
--------------------------------
April 30, 2007 April 30, 2006
(Unaudited) (Unaudited)
------------- ------------
Operating expenses:
Selling, general & administrative expenses $ 8,292 $ 14,627
_____________ ____________
Loss from operations (8,292) (14,627)
_____________ ____________
Other expense:
Interest expense, net (4,577) (3,374)
_____________ ____________
Total other expense (4,577) (3,374)
_____________ ____________
Pretax loss (12,869) (18,001)
Income tax expense 153 525
_____________ ____________
Net loss $ (13,022) $ (18,526)
============= ============
Per Common Share:
Loss from operations $ (0.00) $ (0.01)
______________ _____________
Net loss $ (0.00) $ (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.
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LINCOLN INTERNATIONAL CORPORATION
STATEMENTS OF OPERATIONS
For The Nine Months Ended:
--------------------------------
April 30, 2007 April 30, 2006
(Unaudited) (Unaudited)
------------- ------------
Operating expenses:
Selling, general & administrative expenses $ 25,643 $ 37,625
_____________ ____________
Loss from operations (25,643) (37,625)
_____________ ____________
Other income (expense):
Interest expense, net (13,428) (8,875)
Miscellaneous income, net - 2,066
_____________ ____________
Total other income (expense), net (13,428) (6,809)
_____________ ____________
Pretax loss (39,071) (44,434)
Income tax expense (42) 1,050
_____________ ____________
Net loss $ (39,029) $ (45,484)
============== =============
Per Common Share:
Loss from operations $ (0.01) $ (0.01)
______________ _____________
Net loss $ (0.01) $ (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.
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LINCOLN INTERNATIONAL CORPORATION
STATEMENTS OF CASH FLOWS
For the Nine Months Ended:
---------------------------------
April 30, 2007 April 30, 2006
(Unaudited) (Unaudited)
------------ ------------
Cash flows from operating activities:
Net loss $ (39,029) $ (45,484)
Adjustments to reconcile net loss
to net cash used in operating activities:
Change in:
Receivables - (2,102)
Change in:
Advances from related parties 40,000 77,748
Accrued expenses (2,963) (27,790)
____________ ____________
Net cash provided by (used in)
operating activities (1,992) 2,372
____________ ____________
Net increase (decrease) in cash (1,992) 2,372
Cash at beginning of period 2,801 7,067
____________ ____________
Cash at end of period $ 809 $ 9,439
============ ============
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
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2007
(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, 2007 and July 31, 2006 and
the results of operations for the three and nine months ended April 30, 2007 and
April 30, 2006. The notes to the financial statements contained in the 2006 Form
10-KSB should be read in conjunction with these financial statements.
NOTE B - 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.
The financial statements do not include any adjustments that might result from
the Company being unable to continue as a going concern.
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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.
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.
Between May 1, 2005 and April 30, 2007, Lincoln's principal shareholder paid
certain expenses of the company totaling $142,626 that is to be reimbursed at a
later date.
RESULTS OF OPERATIONS
Three Months Ended April 30, 2007 Compared to the Three Months Ended April 30,
2006
The Company had no commercial operations in the third fiscal quarter of 2007.
The Company's only activities have been the maintenance of the corporation's
public shell.
The Company incurred $8,292 in operating expenses in the third fiscal quarter of
2007 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 $4,577 of interest expense
accrued on notes payable to the Company's principal shareholder. After taxes
payable of $153, the net loss for the quarter totaled $13,022.
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 in interest expense accrued on a
note payable to the Company's principal shareholder. After taxes payable of
$525, the net loss for the quarter totaled $18,526.
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, 2007 Compared to the Nine Months Ended April 30,
2006
The Company had no commercial operations in the first nine months of fiscal
2007. The Company's only activities have been the maintenance of the
corporation's public shell.
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The Company incurred $25,643 in operating expenses in the first nine months of
fiscal 2007 related to the maintenance of its corporate organization. These
expenses were largely professional fees for legal, accounting, and
administrative services. Other expense consisted of $13,428 in interest expense
accrued on notes payable to the Company's principal shareholder and $42 in net
taxes. The net loss for the period totaled $39,029.
The Company incurred $37,625 in operating expenses in the first nine months of
2007 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
taxes payable of $1,050, the net loss for the period totaled $45,484.
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, 2007, Lincoln's principal
shareholder has loaned the company a total of $65,000 for general corporate
purposes and made other cash advances totaling $142,626 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.
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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.
ITEM 6. EXHIBITS
(a) Exhibit Index
Exhibit No. Description
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 Financial 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.
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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 INTERNATONAL CORPORATION
/s/Derek L. Caldwell
-----------------
Name: Derek L. Caldwell
Title: President and Chief Executive Officer
Date: May 9, 2007
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