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): April 5, 2005


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


                           Delaware 0-5767 61-0575092
    ------------------------------------------------------------------------
                 (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
              ----------------------------------------------------
               (Address of principal executive office) (Zip Code)


       Registrant's telephone number, including area code: (212) 421-1616

<PAGE>

ITEM 8.01.  Other Events

Lincoln International Corporation ("Lincoln") has entered into a non-binding
letter of intent to merge with Show To Go, Inc., a private corporation existing
under the laws of the State of Delaware ("STG"). Should the transaction be
consummated the stockholders of STG will acquire control of Lincoln and the
existing stockholders of Lincoln will hold approximately 10% of the combined
entity. The closing of the merger is subject to a number of conditions,
including completion of due diligence, negotiation of definitive transaction
documents and 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 merger will be consummated.



                                   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 18th day of April, 2005.


Date: April 18th 2005            LINCOLN INTERNATIONAL CORPORATION

                                      /s/ DEREK CALDWELL
                                      ------------------
                                    By:  Derek Caldwell
                                    Title: President
{"company-data": {"conformed-name": "LINCOLN INTERNATIONAL CORP", "cik": "0000059544", "assigned-sic": "4700", "irs-number": "61057092", "state-of-incorporation": "KY", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-05767", "film-number": "05756813"}, "business-address": {"street1": "2300 GREENE WAY", "street2": "SUITE 201", "city": "LOUISVILLE", "state": "KY", "zip": "40220", "phone": "5026710010"}, "mail-address": {"street1": "2300 GREENE WAY", "street2": "SUITE 6", "city": "LOUISVILLE", "state": "KY", "zip": "40220"}}
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): April 5, 2005

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

                           Delaware 0-5767 61-0575092
    ------------------------------------------------------------------------
                 (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
              ----------------------------------------------------
               (Address of principal executive office) (Zip Code)

       Registrant's telephone number, including area code: (212) 421-1616
ITEM 8.01.  Other Events

Lincoln International Corporation ("Lincoln") has entered into a non-binding
letter of intent to merge with Show To Go, Inc., a private corporation existing
under the laws of the State of Delaware ("STG"). Should the transaction be
consummated the stockholders of STG will acquire control of Lincoln and the
existing stockholders of Lincoln will hold approximately 10% of the combined
entity. The closing of the merger is subject to a number of conditions,
including completion of due diligence, negotiation of definitive transaction
documents and 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 merger will be consummated.

                                   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 18th day of April, 2005.

Date: April 18th 2005            LINCOLN INTERNATIONAL CORPORATION

                                      /s/ DEREK CALDWELL
                                      ------------------
                                    By:  Derek Caldwell
                                    Title: President