****UNITED                             STATES                                                          SECURITIES                     AND   EXCHANGE     COMMISSION****Washington,     D.C. 20549**
**FORM 10-KSB**

[X] ANNUAL                                                      REPORT UNDER SECTION 13   OR   15(d)      OF   THE    SECURITIES                 EXCHANGE    ACT     OF   1934

For the fiscal                                                      year ended September    30,    2006

OR

[ ] TRANSITION                                                      REPORT UNDER SECTION 13   OR   15(d)      OF   THE    SECURITIES                 EXCHANGE    ACT     OF   1934

For the transition                                                      period from Not Applicable              to   Not       Applicable

Commission                                                      file number: 0-147

**HICKOK                                                      INCORPORATED**

(Name of smallbusiness issuer in its charter)
**
**  **Ohio ****34-0288470 **(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) **10514 Dupont Avenue, Cleveland, Ohio ****44108 **(Address of principal executive offices) (Zip Code) **
**
Issuer's telephonenumber **(216) 541-8060**

Securities                                                      registered under

Section 12(b)                                                      of the Exchange Act:NONESecurities      registered under Section 12(g) of the Exchange         Act:

Class ACommon Shares, $1.00 par value(Title         of    Class)
**

Check whether                                                      the issuer (1) filed all    reports        required         to   be   filed      by   Section       13   or   15(d)       of the Exchange         Act  during        the   past  12 months        (or    for such  shorter     period    that  the registrant           was  required    to file     such  reports),       and  (2)  has   been subject         to  such    filing requirements     for   the   past   90  days.   **Yes    [X]    No[    ]**

Check if thereis no disclosure of delinquent filers in response to Item 405 of Regulation                             S-B contained in this form, and no disclosure will     be   contained,           to   the    best of registrant's knowledge,  in   definitive   proxy or   information          statements                  incorporated      by reference  in   Part     III of this   Form       10-KSB       or   any       amendment         to this    Form  10-KSB.   **[X]**

**                               **Indicate by check                         mark whether the registrant is a shell company   (as    defined        in   Rule     12b-2   of the Exchange Act). **Yes  [ ]   No [X]**

                                                         State issuer's revenues    for    its    most     recent       fiscal       year.      $15,877,719

As of December                      6, 2006, the  Registranthad 756,379 voting shares       of    Class      A  Common            Stock      outstanding and 454,866 voting       shares   of Class           B Common Stock      outstanding.      As of such      date,            non-affiliates            held    703,021 shares  of    Class                             A Common     Stock     and 233,098 shares  of Class                              B Common    Stock.    As of  December 6,    2006,     based    on         the  closing       price        of $6.00 per Class  A Common                              Share on the Over  The       Counter  Bulletin   Board,        the    aggregate          market      value  of the Class  A  Common       Stock  held   by such    non-affiliates         was approximately       $4,218,126. There is   no trading           market  in the shares                  of Class B Common    Stock.

Documents Incorporated                                                      by Reference:**PART OF FORM 10-KSB ****DOCUMENT INCORPORATED                                                      BY REFERENCE **Part III (Items 9,                                                      10, 11, 12, 13 and14) Portions of the Registrant's                                                      Definitive Proxy Statement       to   be   used     in   connection           with     its    Annual       Meeting         of  Shareholders      to be held     on   February21,  2007.

                                 Transitional Small Business DisclosureFormat.**Yes         [ ]    No [X]**

Except as otherwise                                                  stated,    the information   contained          in   this     Form     10-KSB       is   as   of   September          30,    2006.

For the fiscal                                                     years ended September 30,    2006,      2005     and    2004,      Hickok  Incorporated      had      revenues              of less   than  $25,000,000      andless than   $25,000,000           in outstanding       voting       and  non-voting    common   equity     held    by   non-affiliates.  As a result,       Hickok      met    the   definition    of a  small business    issuer         under    Regulation      S-B and   has     elected tosubmit its   future   periodic     reports     in accordance   with the disclosure     requirements   for small  business           issuers under Regulation      S-B.

Table of Contents
**PART I.**ITEM 1. DESCRIPTION                                                      OF BUSINESS
ITEM    2.  DESCRIPTION           OF   PROPERTY
ITEM    3.  LEGAL       PROCEEDINGS
ITEM    4.  SUBMISSION           OF   MATTERS         TO   A   VOTE   OF  SECURITY    HOLDERS
**PART II.**ITEM 5. MARKET FOR COMMONEQUITY AND RELATED STOCKHOLDER MATTERS
ITEM    6.  MANAGEMENT'S           DISCUSSION           AND     ANALYSIS            OR PLAN OF OPERATION
ITEM    7. FINANCIAL           STATEMENTS
ITEM    8. CHANGES         IN   AND     DISAGREEMENTS               WITH   ACCOUNTANTS   ON  ACCOUNTING         AND   FINANCIAL    DISCLOSURE
ITEM    8A.CONTROLS         AND     PROCEDURES
ITEM    8B. OTHER  INFORMATION
F-1:    REPORT     OF   INDEPENDENT             REGISTERED           PUBLIC        ACCOUNTING   FIRM
F-2:    CONSOLIDATED           BALANCE         SHEET
F-3:    LIABILITIES          AND     STOCKHOLDERS'               EQUITY
F-4:    CONSOLIDATED           STATEMENT           OF   INCOME
F-5:    CONSOLIDATED           STATEMENT           OF   STOCKHOLDERS'           EQUITY AND COMPREHENSIVE           INCOME
                      
F-6:    CONSOLIDATED           STATEMENT           OF   CASH     FLOWS

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**1. NATURE OF OPERATIONS
2.   SUMMARY  OF   SIGNIFICANT             ACCOUNTING           POLICIES
3.   SHORT-TERM     INVESTMENTS            AND   COMPREHENSIVE      INCOME
4.   SHORT-TERM      FINANCING
                               5.  LEASES
6.   STOCK   OPTIONS
7.   CAPITAL     STOCK,       TREASURY         STOCK,       AND    CONTRIBUTED       CAPITAL
8.   INCOME   TAXES
9.   EARNINGS     PER     COMMON       SHARE
10.   EMPLOYEE      BENEFIT         PLANS
11.   SEGMENT      AND     RELATED         INFORMATION
12.   TENDER OFFER
13.   QUARTERLY        DATA     (UNAUDITED)
SELECTED  FINANCIAL           DATA

**PART III.**ITEM 9. DIRECTORS, EXECUTIVE                                                   OFFICERS, PROMOTERS ANDCONTROL       PERSONS; COMPLIANCE         WITH        SECTION         16(a)        OF  THE    EXCHANGE ACT
ITEM    10.   EXECUTIVE           COMPENSATION
ITEM    11.   SECURITY         OWNERSHIP           OF   CERTAIN       BENEFICIAL         OWNERS       AND MANAGEMENT     AND      RELATED   STOCKHOLDER       MATTERS
ITEM    12.   CERTAIN         RELATIONSHIPS               AND     RELATED TRANSACTIONS
ITEM    13.   EXHIBITS
                              ITEM   14.   PRINCIPAL      ACCOUNTANT FEES     AND     SERVICES
                           

SIGNATURES
EXHIBIT INDEX
REPORTOF   INDEPENDENT             REGISTERED           PUBLIC     ACCOUNTING         FIRM AS TO     CONSOLIDATED        SCHEDULES
SCHEDULE  VIII     -   VALUATION           AND     QUALIFYING          ACCOUNTS
SCHEDULE  IX   -   SHORT-TERM           BORROWINGS

----

**
**PART                                                      I**
**

**ITEM 1. DESCRIPTION                                                      OF BUSINESS**

General                                                      Development of Business

Hickok Incorporated                                                      was organized in 1915  as   an   Ohio     corporation,             and    first      offered     its     securities          to the  public       in   1959.  Exceptas   otherwise       stated,         the terms    "Company"         or "Hickok"  as used      herein  mean     Hickok  Incorporated         and    its  two   wholly-owned            subsidiaries,        Supreme Electronics    Corp.        and   Waekon    Corp. Hickok   develops           and manufactures     products   used by    companies   in  the    transportation     industry.         Primary markets        served    are automotive,     aircraft,     and locomotive   with    sales both    to original   equipment    manufacturers           (OEM's)   and to the automotive       aftermarket.

Until the                                                      mid 1980's Hickok was  known      primarily          for    its    ability        to   develop       and       manufacture        electronic      instruments    forelectronic       servicers,      precision       indicating    instruments        for  aircraft,     locomotive,        and   industrial    applications,         and    electronic  teaching         systems   for vocational    schools.        For   the past   twenty   years     the Company   has used thisexpertise        to  develop     and manufacture           electronic   diagnostic        tools  and equipment     used  by automotive       technicians    in   the automotive       market.   This  is now   the Company's  largest     business   segment.   The  Company      continues     to design     and     manufacture  precision   indicating     instruments.      This   segment       represents    less than 13% of  the Company's            current revenue.

By the early                                                      1990's the Company had   become       dependent          on   a  few    large      OEM    customers            for      the majority        of  its   business.      After recognizing             this dependency       the   Company      tried   several   approaches       to   expand       both   its   customer    base      and  its   product         lines   utilizing  its existing           expertise  and   acquisitions               but     only had modest    success.     The    Companythen     determined     that  it  was     crucial  that  it   expandits    automotive        business    by designing   products       and  opening   sales channels        to the    automotive  aftermarket.    In  February        1998 the Company         added    new products      and  customers      within the   automotive           aftermarket   with   the acquisition      of    Waekon    Industries,        a privately   owned      company   in Kirkwood,      Pennsylvania.       Waekon    manufactured    a variety   of testing     equipment  used by    automotive        technicians.

In addition,                                                      the Company embarked on   programs         to   design       tools      specifically   tailored           to    the   needs of   the     automotive      aftermarket  and    develop             a variety   of   sales      channels  to   the   market.   Since the      acquisition,          the  Waekon  name    isused    by   the  Company     as a trademark   to market    its    products to  technicians        in   the automotive aftermarket       and for  certain     emission inspection       grade    equipment    it manufactures.      Also   the name   Waekon-Hickok           is used  as a trademarkfor    higher       complexity     equipment       primarily    aimed atautomotive    service shops       as a shop tool.        The Hickok  brand  is used for  a  family of products     that are   related     to  OEMgrade tools  sold  to automotive  dealerships     and manufacturers.

The Company's                                                      operations are currently     concentrated             in   the    United       States       of   America.             Sales      are    primarily      to  domestic   customers   although         the    Company    also    makes        sales   to international      customers    through      domestically   based   distribution   companies.       The Company       established       select   marketinternational     service        center     arrangements     during   fiscal    1995.

Recent                                               Developments

Since                                                  the late 1990s the Board of   Directors          of   the    Company        had    numerous  discussions          at   regularly    scheduled   board      meetings    as to the  costs         associated,    benefit          to shareholders      and other      matters     concerning      the  Company's      public reporting         status.  With      the advent    of the  Sarbanes-Oxley           legislation      in  2002 and      other    changes   in securities  laws   these   discussions          intensified.      At a December   2003   meeting   the  Board     decided to review in greater depth the    benefit/expense      relationship          for the Company    andits shareholders           relative to  the     Company's   public  reporting      status. At a   February     2004    meeting    the   Board   directed management     and the   Audit Committee        to   obtain    an appraisal     and fairness    opinion    related to  a possible         tender  offer for   the   Company's      shares   held by owners  of  99 or   fewer shares, and to further      refine estimates    of the expenses   and benefits     to shareholders   related  to   the Company     remaining   public. At a special                                        meeting   of the Board   of Directors    held     on   June   30,    2004,      the  Board      concluded a  tender    offer   at a price   of   $10.00  per    share   was appropriate.     On August  11,   2004   the Company     mailed to  all  shareholders   an Offer to  Purchase             for   Cash     all of its  common  shares    held  by shareholders    that  owned   99   or   fewer     Class  A common    shares   as of the close    of business on August    2,   2004, subject      to the   terms set forth in   the Offer to Purchase  and   in the  related    Letter      of Transmittal   and Supplement to Offer   to Purchase     for  Cash   dated  October    29,  2004. The purpose of  the tender offer       was    generally  to reduce   the number  of shareholders  of record  to fewer     than   300  to allow   the Company to terminate   its  reporting   obligation     under   the  Securities      Exchange Act of 1934. Thetender    offer   was extended  and   expired  on  December      15,  2004.

The Board of Directors    and management pursued this offer                                                  under the belief that the  Company        derives           little       benefit        from     the     status       of being a  public       company.  In   addition,   the      costs  associated           with certain         provisions    of the  Sarbanes-Oxley          Act,    which   are   required          to  be in  place      in fiscal  2008 and 2009   become          even  more significant        given   our   size     and  the relative      benefits     we   can  derive       from being  public.   Although                               well intended,    Sarbanes-Oxley  compliance     could      mean    significant         increases             for theCompany     in annual     accounting,          legal and      insurance   costs  for   remaining  public    and    could   significantly   affect  the  size    of the Board of Directors    and the    time   management     will be able    to   devote  to operating the   business. 

During the tender    offer a number     of brokerage firms                                              transferred nominees    from "street        name"      to   individual           registered    shareholders          of Hickok     Class   A common  stock         thereby creating       additional          shareholders     of record.  As  aresult    these   transfers       prevented   the    outcome       soughtby the   Company.         At the close  of   the     tender offer onDecember  15,  2004   the Company     purchased   6,209   shares     from 147   shareholders       of record   and  several      brokerage   firmsfor $62,090.         Following   the  completion     of the tender      offerthe number  of   shareholders     of record of the   Company  was  approximately 400.    Accordingly the Company    was not       able                  to terminate  its registration   obligations  under     the Securities          Exchange Act    of   1934 and expects to incur   additional       expense in order     to   comply    with the   provisions  of the    Sarbanes-Oxley    Act. Since Hickok Incorporatedqualifies as a  small issuer    under provisions of the Act recent rulingshave delayed compliance   until   the Company's 2008 fiscal year. In fiscal2007 the Company expects   to incur   moderate increases in expenses andprofessional fees in preparation   for the  2008 compliance requirement.

Operating                                                      Segment Information

The Company's                                                      operations are combined    into     two    reportable           business         segments:   1)   indicators               and gauges       and    2) automotive   diagnostic   tools       and    equipment.   Reference           is  made   to "Segment     and  Related      Information"        included  in the notes to the financial          statements.

Indicators                                                      and Gauges

For over ninetyyears the Company has developed and manufactured precision indicating instrumentsused in aircraft, locomotives and other applications. In recent years theCompany has specialized in aircraft and locomotive cockpit instruments. Withinthe aircraft market, instruments are sold primarily to manufacturers or servicersof business and pleasure aircraft. Within the locomotive market, indicatorsare sold to both original equipment manufacturers and to operators of railroadequipment. The Company added pressure gauges to its offerings to locomotivecustomers in 1996. Indicators and gauges             represented approximately 13%             of the Company's sales    for    fiscal     2006 and 19% for fiscal 2005.    An originalgrouping        of products,          DIGILOG Instruments,        were certified  with  the FAA   during        fiscal  2002. Subsequently several additional             models have also been  certified.      The  DIGILOG instrument         is      a customizable     indicator     that     is a  combination   analog/digital                  indicator          for   the   aircraft     market.   It can    be   adapted    to   display   a wide   variety     of   aircraft    parameters.

Automotive                                                      Diagnostic Tools and Equipment

Since the mid                       1980's the Company has concentrated on designing   and    marketing          instruments       used to diagnose automotive                               electronic      systems.  These      products    were     initially               sold     to  Ford Motor  Company    but   are  now    sold to Ford,    other      automotive      OEM's,     andto   the aftermarket         using  jobbers,        wholesalers    and  mobile      distributors.       Since the late 1990's sales of productsdesigned specifically    to OEM  requirements have decreased. In fiscal 2006orders from a supplier    to OEMs  for products  designed to the OEM's requirements significantly  affected  revenues.  The Company  expects to continue to pursue these types  of products  in addition   to its emphasis on products forthe  automotive  aftermarket.

 The Companyincreased            its   aftermarket       business      with the acquisition,           in    February    1998, of Waekon        Industries,      a manufacturer            of  a variety   of  testing equipment   used    by  automotive        technicians.      Leveraging     on this  acquisition,   the  Company      has designed       and    introduced    a number    of new  products       that increased   product     offerings     in  the Waekon product line        significantly.        The acquisition       added new distribution          resources      and    new  products   for  the   American    aftermarket        market coverage.         Additional    distribution      resources     have   been added since the      acquisition      and  the   Company   now has   full   North    American     aftermarket market   coverage.       The   aftermarket           accounted    for approximately 29% of the Company's     automotive       diagnostic       and specialty tool      sales in fiscal 2006 and 73%   for   fiscal 2005.    As a whole, automotive    diagnostic  tools andequipment              represented       approximately 87% of  the Company's   sales   for    fiscal    2006   and  81%   for   fiscal 2005.

                          The Company has cultivated a reputation for developing         innovative      tools    for   automotive      diagnostics and leverages         that    reputation    as it  introduces    new   offerings.  Being   innovative        sometimes adds to the difficulty of training  the  sales   channels and    technician      market  on  the benefits   of the product.     An example  of   this  is the   On-Car  Injector    Flow Bench   (OCIFB)   the Company   introduced   several    years ago to the  aftermarket.  Sales   of the product  had  been    slowly increasing   as the market  beganto   understand its value.  In 2004   a major automotive    OEM became  interested   in the product's ability to   measure the actual flow of fuel injectors on the vehicle. By enabling the   dealership technician to obtain flow information  they expected to substantially   reduce   their  "no trouble found"  warranty  returns of  fuel  injectors.   Because of specific requirements by theOEM   that required changes to the  product no sales resulted  from these efforts   in fiscal 2005, but a major  order for the OEM's dealerships wasdelivered   in fiscal 2006. This order, along with a smaller order for anotherinnovative   product the Company has offered since 1999, resulted in almost$7,100,000  of revenue in 2006.

In 2005 Ford   Motor   Company     made   the   decision     to  no longer support  the  Company's   NGS product     with factory    developed  software.    In addition,Ford's    announcements     of its future  diagnostic  tool   plans confused    the   market place both    at its dealers and in the aftermarket.   The Company      had introduced a  new module called CAN VIM in early fiscal  2005 and   undertook    development     of our own factory  level software for the  NGS product. However some  functions     of the vehicle computers  require  a security     access algorithm that  was   not  available andthat prevented   us from   reaching   factory level  performance with Companydeveloped software.     As a result the introduction    of CAN VIM was  notas successful  as had  been   hoped. Also a companion    unit  P2          suffered from  the same  limitations.   Ford was required by the government        to license the security algorithm to interested parties in early 2005    but    the actual release date was delayed until September 2006. The Company    received    the security access technical information from Ford in late  September  2006     and is urgently developing the software that it expects will  return   the NGS product to factory level scan tool performance.  In addition  the Company  is developing a next generationof  the NGS product  that will  maintain the  factory level performance ofthe  product and enhance  its functionality   and  appearance.

The Company also        develops emissions testing products that are used in some state mandated       vehicle emissions testing programs.                   In fiscal 2004 the Company participated     in  an  emissions             program     of  the   State  of Pennsylvania that    had a major     influence      on  the increased     revenue   and profitabilityof   the year.  A  number   of other  state programs     that may   include     expanded  testing    facilities     and OBD  II testing are  in   planning       stages.   As other   state programs    are implemented  the Company  may   have  the  opportunity    to participate   with products similarto the E-Test      platform developed   for  Pennsylvania. In addition, the Company       is involved       in a program for the state  of California    emissions      testing  that  involves      measurements    of leaks in vehicle  evaporative         emissions   systems. The  development      efforts for this program   have    taken    several   years and will be on-going   since the most  recent information      is that the program will be implemented during 2007.   The  program is very        large and there    are  a limited number of competitors.   In addition,      the  Company holds patents      in technology   that are applicable. 

Originally it was        believed both the OEM injector testing program and the Californiaemissions        testing program would be implemented in early 2005 but bothwere delayed       several times.  Both programs required investment   of additional          development resources because     of continuingchanges in the product       specifications.    Because of  the need to invest the  additional   development      in   the large opportunities    the Company's  development   of products        for  the  aftermarket was considerably   below expectations.    The   aftermarket       requires  a continuing flowof  new  products in  order  to  grow  the  Company's       presence  andrevenues. The lack  of  a consistent   and  continuing   flow     of new products  hampered the sales  efforts  in fiscal 2005 and  2006.   With onelarge opportunity having occurred and  the second opportunity  appearing imminent  the Company expects tobe able to re-emphasize   aftermarket products  and return  to growth inthis market.                  The sales and marketing efforts of  fiscal    2006   and2005   did     enable      the   Company     to  further penetrate  largenational       aftermarket        distributors.      We have  acquireda reputation for   innovative    policies,     promotional  methods,    and  field support         in addition    to our reputation     for innovative products.     Growing     the aftermarket       is still a priority     forthe Company   and  therefore       the sales  and   marketing    expense above    industry  norms  is likely    to continue     for  some period of time.   Over    the past two  years    we have also  invested      in re-establishingour contact       with  automotive OEMs, and we expect  to incorporate thesuccess  we have had in re-establishing    that  market in the Company'sresource assignments in the future.  The Company's     support structure   including engineering,     manufacturing,     and  customer   serviceare experienced    with this type   of business and therefore     no unusualinvestments are anticipated     to  be required.                                                            

Fastening                   control systems have been some of the automotive products           sold     by   the    Company.         Fastening instrumentation is   used     to  monitor     and  control    pneumatic  and    electric  tools   that   tighten    threaded    fasteners  in order    to provide high    quality   joint   control   and documentation.      The businesswe had enjoyed has   been declining for several years because tool manufacturers  have developed     competing electronic systems that they offer with their  tools putting the    Company at a marketing disadvantage. The Company has  decided to discontinue     its participation in the fastening market inwhich  it has competed. However,     as an outgrowth of the technology itdeveloped  for pulse     tool controls     it is developing a product forthe aftermarket  to control and document  the   torquing of wheel lug nuts.Air Impact Wrenches  are commonly used for  this   process and the Company'spulse tool control  technology can be used  to control   this type of tool.The anticipated customers  for this product  are large national  tire/battery/accessoryfranchises as  well as OEM customers.

Indicator revenues                             have recovered in recent years from     the  depressed               levels of 2002 and 2003 due to economic  conditions      in   the    business   aircraft       and locomotive markets.  Although  the   Company        does not view   this segment     as  a high growth potential   it contributes        significant revenues  and margins. The  Company  believes   the  historical   markets    it   serves will continueto grow  modestly in the  future. In addition, a product introduced   several   years  ago,   Digilog,  will enhance the modest growth  for  the Indicator      segment.

Sources                                                      and Availability ofRaw    Materials

Raw materials                                                      essential to the business      are    acquired         from     a  large      number       of   United          States       of   America      manufacturers       and   somematerials            are   now  purchased        from  European     and  Southeast    Asian     sources.     Materials     acquired     from   the  electronic       components         industry include       transistors,       integrated        circuits,          resistors,     capacitors,     switches,      potentiometers,        micro    controllers,   and  other passive parts.      Fabricated      metal or  plastic      partsare   generally      purchased       from   local  suppliers     or manufactured     by  the Company  from     raw    materials.  In general,   the required  materials       are   available,         if  ordered   with sufficient   lead   times, from  multiple      sources      at  current     prices.

Importance                                                      of Patents, Licenses,  Franchises,            Trademarks           and    Concessions

The Company                                                      presently has several  patents        and    patent       applications             that     relate        to     certain         of its    products.   The Companybelieves      that  its position           in the   industry    is  dependent   upon          its  present      level    of engineering         skill, research,       sales   relationships,     production       techniques    and    service.    However,     the   Company   does have   several basicmethodology      patents  related  to products      it offers   that it considers very important       to future  revenue.     The Company has three importantpatents, one related to vehicle fuel cap testing that expires in 2018 anda second patent related to gasoline fuel injector testing expiring in 2008.However, the most important patent is related to the testing  of evaporativeemissions systems that is the basis for the Company's product    offeringfor the State of California. This patent was expensive to develop  and isexpected    to offer significant benefit to the Company's ability to offera premier product to   the California Program customers. This patent expiresin the year 2022. Other      than the names      "Hickok"     and  "Waekon",      the  Company   does  not    have  any material licenses,       trademarks,   franchises   or concessions.

Seasonality

The Company                                                      believes that with the   growing        importance           of   the    automotive           aftermarket              to its business         there    is a seasonality   affecting          its  revenues. Typically               the   first and fourthquarters          tend    to   be  weaker  than    the    other two   quartersin this     market.    Other   programs may   not coincide and as a result   any seasonality               aspectto revenues    can    be overwhelmed by delivery of   large      projects,and   operating      results can   fluctuate widely   from   quarter    toquarter     and year  to  year.During fiscal 2006        two significant OEM programs muted the seasonality of the first quarter      and exaggerated the third and fourth quarter results. Particularly the AFIT      program                  which affected third and fourth quarter results is an example       of  how revenue can fluctuate   widely         quarter to quarter and   year    to  year.

Practices                                                      Relative to WorkingCapital        Items

The nature                                                      of the Company's business      requires         it   to   maintain         sufficient           levels          of   inventory         to  meet   rapid delivery        requirements      of   customers.      The      Company       provides its  customers     with payment   terms    prevalent         in  the    industry.

Dependence                                                 on Single or Few Customers

During the                                                      fiscal year ended September        30,    2006,      sales      to   Ford     and    General Motors       Corporation        accounted    for  approximately        9%   and  48%     respectively          of the    consolidated sales       of  the     Company.         This compares   with  11%    and 6% respectively            during    the     prior  fiscal     year.    The Company has   no   long-term        contractual          relationships  with      either  Ford  or General      Motors.   Several      aftermarket    distribution    companies  and several   equipment OEM's   have   become a significant    source   of   revenue. Sales   to an automotive      OEM's essential     tool supplier amounted to approximately   $7,100,000 or 45% of the consolidated         sales of the Company for fiscal   2006 compared to approximately$211,000       or  2%  for fiscal 2005.  The Company does not feel   that it is dependent on any    one   or group  of this class of customers.

Backlog

At September                                             30, 2006, the unshipped     customer         order backlog      totaled        $1,621,000    compared                to $3,047,000 at September     30,  2005and   $1,606,000      at      September    30,  2004.      The decrease    in   fiscal     2006       is primarily           due to decreased  orders     for    automotive   diagnostic            products  to OEM's and      the aftermarket of $1,016,000 and                             $133,000 respectively. Also contributing tothe    backlog        decrease  was $72,000 for indicators and gauges, $135,000  for emission     products   and  $68,000 for fastening systems products. The higher backlog in          fiscal 2005 versus 2004 was primarily   due to increased orders for  automotive        diagnostic products toan   OEM's essential tool supplier  and the aftermarket        of $1,917,000and  $105,000 respectively. The increase           was offset              in part by   a decrease in indicators and gauges, emissions and fastening systems of $307,000, $149,000                             and $65,000 respectively.

Government                                                      Contract Renegotiation

No major portionof the business is open to renegotiation of profits or termination of contractsor subcontracts at the election of the Government. The amount of revenuederived from Government contracts is currently minimal and not material.

Competitive                                                      Conditions

The Company                                                      is engaged in a highly   competitive            industry         and    faces      competition          from     domestic        and international          firms.   Several        of the   Company's       competitors        have      greaterfinancial     resources        and   larger sales    organizationsthan     the     Company.    Competition          with respect to theCompany's      diagnostic       tool    business       arises      from theexistence  of     a number   of other   significant          manufacturers         in the  field,      such  as Snap-On,    SPX    Corporation,   Teradyne,      and    Vetronix        which dominate   the    available market  interms of total     sales.   The  instrumentation         industry     iscomposed   primarily      of  companies that specialize       in  the production       of  particular    items as   compared  to a full    line of   instruments.       The  Company       believes  that   its competitive     positionin   this    field  is   in  the area  of   smaller,   specialized  products,    an   area  in which  the Company   has operated   since1915     and  in  which      the Company  has established  itself  competitively    by  offering    high-quality,           high-performance     productsin   comparison       to high-volume,      mass-produced       items.

Research                                                      and Development Activities

The Company                                                      expensed as incurred product        development            costs      of   $1,840,182  in   2006,          $2,059,401     in   2005    and $2,127,641in 2004. These      expenditures         included          engineering  product       support       and development       of manuals      for    both ofthe    Company's          business  segments.

Compliance                                                      with Environmental Provisions

The Company's                                                      capital expenditures,  earnings         and    competitive            position         are    not     materially                affected by compliance           with federal,       state   and       local     environmental   provisionswhich   have been     enacted         or  adopted    to regulate   the distribution              of materials            into the  environment.

Number                                                      of Persons Employed

Total employment                                                      by the Company at September        30,    2006     was    145    full-time employees.           None    of   the       employees           are   represented       by a union.The    Company         considers        its   relations      with   its    employees to   be    good.

Financial Information                                                      Concerning Foreignand    Domestic         Operations           and    Export       Sales

During the fiscal                                                      year ended September 30,    2006,      all    manufacturing,               research         and    development                 and administrative      operations  were conducted         in the      United States   of     America.Revenues         derived      from export         sales approximated  $1,359,000     in  2006,  $322,000             in  2005, and  $403,000    in   2004.  Shipments     to Canada    and Germany      make  up   the majority   of       export sales.       

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**ITEM 2. DESCRIPTION       OF PROPERTY**

As of December 1,                                                      2006 the Company had facilities           in   the    United       States       of   America       as   shown           below:                                        **LOCATION ****SIZE ****DESCRIPTION ****OWNED OR LEASED **Cleveland, Ohio 37,000 Sq. Ft. Two-story brick construction;                                     used for corporate            administrative             headquarters,   marketing          and    product  development            with limited manufacturing. Owned Greenwood, Mississippi 63,000 Sq. Ft. One-story modernconcrete block construction; used for manufacturing                 instruments,test equipment, and fastening systems products. Leased, with annual                                     renewal options extending through        2061. The Companybelieves its plants and offices are in satisfactory operating condition,well  maintained, adequate for the uses to which they are put and are adequately insured.

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**ITEM 3. LEGAL PROCEEDINGS**

The Company                                                      is not a party to any  material         legal      proceedings.

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**ITEM 4. SUBMISSION                                                      OF MATTERS TO A VOTE OF   SECURITY         HOLDERS**

Not Applicable.

**EXECUTIVE OFFICERSOF THE REGISTRANT**

The following isa list of the executive officers of the Company as of September 30, 2006.The executive officers are elected each year and serve at the pleasure ofthe Board of Directors. Mr. Robert Bauman was elected Chairman by the Boardof Directors in July 1993 and served as chairman until May 2001. He has been                                                      President since 1991 and    Chief      Executive          Officer        since      1993.  For    at   least           five years      prior   to 1991    he   heldthe   office   of  Vice        President.       The Board       of Directors     elected  Mr. Gregory       Zoloty   Senior       Vice President    of Finance        and Chief      Financial  Officer    in  February 2004.   Mr. Zoloty    was     Vice    President     of Finance     and Chief    Financial     Officer since May      2001.  Mr. Zoloty  was Vice   President of  Accounting      and Chief    Accounting        Officersince        1994. He joined    the  Company   in  1986.  Mr. Thomas   Bauman    was   elected    Senior  Vice President     of  Sales and Marketingby the Board      of Directors     in February  2004.  Mr.    Thomas    Baumanwas elected   Vice   President     of  Sales   and Marketing   by   the Board  of   Directors   in May    1999.  He joined     the Company  in  April 1998.   In 1996 and 1997   he was   President   and CEO  of   C&K  Manufacturing.     Mr. Robert  Bauman and Mr.  Thomas   Bauman  are  brothers. Mr. William Bruner  was elected         Senior       Vice President of Manufacturing by theBoard  of Directors  in  February         2004. Mr. Bruner was elected VicePresident  of Manufacturing in August 1993. He joined                        the Company in January 1974.                                          **OFFICE ****OFFICER ****AGE **President and Chief                                        Executive Officer Robert L. Bauman 66 Senior Vice President,                                        Finance and Chief               Financial        Officer Gregory M. Zoloty 54 Senior Vice President,                                        Sales and Marketing Thomas F. Bauman 63 Senior        VicePresident, Manufacturing                 William       A. Bruner64

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**
**PART                                                      II**
**

**ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**

a) MARKET                                                      INFORMATION

During fiscal                               2006 and 2005 our Class        A Common                         Shares were traded onThe Nasdaq Over-The-Counter                               Bulletin       Board Market under the symbol  HICKA.OB. There     is no market         for the Registrant's         Class B Common Shares.

The following table                                                      sets forth the pershare      range      of   high     and    low    bids     (Over-The-Counter              Bulletin       Board) for the   Registrant's          Class A  Common Shares  for     the  periods    indicated.          The Over-The-Counter         Bulletin      Board prices   reflect     inter-dealer        prices      without    retail        markup, markdown or   commissions and may notrepresent actual transactions.  Data      was supplied         byNasdaq.**PRICES FOR THE YEARS ENDED: ** **September 30, 2006 ****September 30, 2005 ****HIGH ****LOW ****HIGH ****LOW **First Quarter 5.00 3.80 7.50 4.75 Second Quarter 6.75 4.85 7.40 6.00 Third Quarter 6.50 5.10 6.35 4.55 Fourth Quarter 5.99 5.00 5.50 4.05 

b) HOLDERS

As of December                      6, 2006, there were approximately      371shareholders of record                      of the Company's    outstanding Class A Common Shares  and    5 holders    of   record      of the Company's outstandingClass B Common Shares.

c) DIVIDENDS

In fiscal                 2006 and 2004 the      Company  paid           no   dividends   on its Class A and Class  B  CommonShares. In fiscal                 2005 the Company  paid a special dividend        of $.10 per share  on   its    Class      A  and Class B Common Shares.      Pursuant         to the Company's Amended    Articles    of  Incorporation,         no dividends            may  be paid on Class B Common   Shares  until    cash  dividends    of    ten cents   per  share per fiscal year are  paid      on Class  A Common    Shares.    Any   determinationto pay cash  dividends     in  the future    will be  at  the discretion of the     Board     of   Directors   after   taking into  account   various factors, including       the   Company's     financial  condition,   results of operations and current     and  anticipated        cash  needs.

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**ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

Introduction

Until the                                                      mid 1980's Hickok was  known      primarily          for    its    ability        to   develop       and       manufacture        electronic      instruments    forelectronic       servicers,      precision       indicating    instruments        for  aircraft,     locomotive,        and   industrial    applications,         and    electronic  teaching         systems   for vocational    schools.        For   the past twenty       years   the  Company  has used  thisexpertise           to   develop   and    manufacture    electronicdiagnostic     tools   and  equipment     used     by automotive  technicians   in the   automotive       service  market. This   is  now    the Company's largest   business   segment.   The  Company    generated        approximately87% of its fiscal 2006              revenue from   designing     and manufacturing   diagnostic    tools      for  automotive   diagnostics.   These    tools enable    automotive       service     techniciansto identify  problems    in electronics     systems and other non-electronicsystems  in automobiles.

Twelve years                                   ago two large automotive OEM  companies                 comprised          over     80%    of   the    company's         business.         Further, a  substantial       portion     ofthis     business    was    contingent           on large programsinitiated         by  these    OEM's     on a year     to year  basis. The    Company           recognized    that   the OEM's  were      changing  and  that the    likelihood          of the   continuation of these yearly   large programs     was  diminishing.       As a result the    Company       initiated     a  strategy to use  existing      technical   and manufacturing       expertise         and   to develop  sales    and   marketing  skills   applicable      to the   automotive   aftermarket service industry. The strategy    was  aided by  the  acquisition       of Waekon Industries   in 1998.  The Company     uses Waekon   as  the brand     of  its products   that are primarily  intended   as  a technician's      personal      tool.   The acquisition    of Waekon immediately    gave  the  Company aftermarket           products   and access   to certain sales    channels  to thatmarket.

    Since        the acquisition of Waekon the Company has  further expanded aftermarket      sales     channels    and  added many  new product offerings.  Those  efforts    caused    aftermarket    revenues to  steadily rise and OEM dependence     steadily  declined until this past year.     In fiscal 2005 approximately        73% of the Company's automotive diagnostic tool revenue was    from  aftermarket       customers and 27% was from OEM customers. This compares  with 29% from aftermarket customers and 71% from OEM customers in fiscal  2006. Aftermarket revenue declined from approximately $4,900,000 in fiscal 2005 to$3,900,000 in fiscal    2006. Management believes the decline in aftermarket revenue was largely   attributable to lower introductions of new products to the aftermarketwhile   development resources were devoted to OEM products and a product fora large   emission program. Although management plans to continue to pursueOEM opportunities, it does not believe fiscal 2006 OEM revenues will be typicalof future years   and plans in the future to devote a greater percentageof development resources      to aftermarket products.

The Company        also offers products for emissions testing programs.   Our    gascap     testing           products have    become    the    defacto  standard of       gas cap    testing   in the United States and most    major vendors      use our gas   cap  testers   in their  equipment  when  gas  cap   testing      is  specified   within a state program. As a result of participation in   the emissions testing   market the Company  developed       an ability   to  test  for  leaks    in vehicle evaporative systems  (gas    tanks)    as a result    of a New  Jersey state emissions   testing     initiative   that did not result in significant   sales. California    announced a similar   initiative   in   mid  2003. The    Company     decided  to  pursue  this   opportunity   and has since devoted         significant     resourcesto    the extension of the New Jersey product   to meet the California requirements.   It applied for and received a patent    on the methodology it developed for  New Jersey and is in the process of  applying for patents on the extensions   of the methodology developed for California.       In fiscal   2004 the   Company  signed  an exclusive   supply   agreement      with a majoremissions    testing   company  that will supply sales,  marketing, and servicefor  the tank   testing   product. Recently State of California activitieshave  indicated the program is actively moving forward  and it appears likelyto  be implemented prior to calendar 2008. Management  believes the programwill  result in revenues in both fiscal 2007 and 2008  as the program is implemented.

In 2005 Ford   Motor   Company     made   the   decision     to  no longer support  the  Company's   NGS product     with factory    developed  software. The Company decidedto devote the resources to develop its own software where Ford left off andto continue to promote the product to the aftermarket. However, some  functions    of the vehicle computers   require  a security     access algorithm.The Company executed a license with Ford and subsequently received  the securityaccess technical information from Ford in late September 2006. Since receiptof the technical information we are developing software that will returnthe NGS product to factory level scan tool functionality. In addition theCompany is developing a next generation of the NGS product that will maintainthe factory level performance of the product and enhance its functionalityand appearance. NGS product sales declined significantly in 2005 and 2006.Management believes it can significantly increase NGS sales in fiscal 2007once the factory level of performance for newer vehicles is achieved. 

In August 2005 management     took steps to reduce wages and imposed expense restrictions in mostaspects      of the Company's operations. The steps included reductions inpersonnel.     Also Company wide wages were reduced by 2.5% to 20%. The wageand salary    reductions continued until January 2006 at which time wagesand salaries   were reinstated to pre-August 2005 levels. Because of thetiming the reductions    had minimal effect on fiscal 2005 results. The personnelreductions resulted    in fiscal 2006 expense savings that will be on going.However, in May 2006    the Board of Directors in recognition of employeeloyalty and extra efforts    during the wage reduction period declared aspecial bonus be paid to all   current employees and directors the reductionsaffected. In late September   2006 a special bonus of approximately $183,000was paid which approximated   the wage reductions that were imposed in theAugust to December period.

The timing                                                     of order releases and large      program        implementations                in   the    Company's          automotive           diagnostic equipment         business can     cause    wide fluctuations               in the Company's     operating         results     both on      a quarter-to-quarter   and      a   year-to-year     basis.        Orders     for such equipment   can  be large,      are subject          to customer    schedules,         and  may result  in substantial      variations in  quarterly          and yearly     sales and   earnings.   For    the   current opportunitiesthe    Company feels it has adequate     resources       to meet the requirements            associated with the programs    in which it   is  involved and maintain  sufficient development resources   for its aftermarket and indicator businesses.        As  an   example,     fiscal 2006 compared to fiscal2005    is typical      of  the fluctuations   these large programs   can cause.    Although the Company reduced expenses   late in fiscal 2005 an element   of the      large   operating loss was  the   choice  by the Companyto delay expense reductions and development of      new aftermarket products and to continue toinvest in the OEM and emissions program opportunities. Fiscal 2006 resulted              in substantial     revenue      growth   and profitable   operations        because        of the added   revenue  of the OEM orders.

The Company's                                                      indicator product revenue      increased      8% in fiscal 2006 and    the percentage     of Company total revenues decreased     from 19%  in   fiscal   2005    to 13% in 2006. The        indicator percentage decrease              in total     Company revenues       was primarilya result of increased              sales of   automotive diagnostic products.         During  2006, indicator sales    continued          to increase   from     the  depressed     levels of 2002 and  2003 and the  Company       anticipates       they   will     continue to increase  in   2007.Further,     the    Company's       Digilog     products have added  new customers   to  this    segment       that the   Company   anticipates  will continue   to grow  in  importance           to   indicator  revenues.  Management    feels that resources      dedicated     to this    segment are adequate    at the present   time.Looking                forward,                         the introduction   of new automotive         diagnostic            products         to   theaftermarket   on   a  regular basis   is very    important     forthe   growth      of  the    business segment.      Expenditures    for product       development          have been and will      continue to be  significant        to   the     Company's  operations.          Becauseof the   large   sales   opportunities        the  Company    is  simultaneously         addressing,  development    resources     are stretched.     Althoughthe   Company  reduced  staff in   late fiscal 2005, management has taken    steps    to add  resources to  support new   product    needs and consequently        expenditures   for product development   are expected   to  increase   in fiscal 2007.       Marketing    and  Sales are   also a significant  expense.  As revenue      grows certain variable sales  and marketing  expenses such  as   commissions      grow also.   With  the expected increase   in aftermarket revenues   for   fiscal 2007 and the  need for promotional    and other   marketing   related      activities management  expects marketing   and sales expenses to increase   modestly     in fiscal 2007.

The Company's   order backlog as of September   30,    2006     totaled$1,621,000           as   compared         to   $3,047,000       as of September               30, 2005 and    $1,606,000         as of September    30,     2004. The decreasein fiscal     2006    is primarily           due to decreased     orders  for    automotive          diagnostic            products  to OEM's and      the aftermarket of $1,016,000 and                             $133,000 respectively. Also contributing tothe    backlog        decrease  was $72,000 for indicators and gauges, $135,000  for emission     products   and  $68,000 for fastening systems products. The increase infiscal                      2005 is primarily       due to increasedorders    for    automotive diagnostic                        products  to automotive       OEM's and the aftermarket of $1,917,000                     and               $105,000 respectively.  The increase was offset                                       in part by   a decrease  in indicators and gauges, emissions and fastening systems of $307,000, $149,000                                      and $65,000 respectively. Most   of thebacklog     at September     30,  2006 is expected  to   be shipped by the end  of    the current fiscal   year.

Reportable                                                      Segment Information

Effective                                                      September 30, 1999,the    Company        adopted        Financial          Accounting   Standards             No.  131,   Disclosures     about    Segments   of an Enterprise               and Related    Information.   The Standard      requires          segment  information           disclosures       based  on how    management                   evaluates    operating performance            and  resource      allocations.          The  Company   has    determined      that it   has        two reportable    segments:       1) indicators    and gauges       and   2) automotive        related diagnostic         tools and equipment.

Indicators                                                      and Gauges

This segment                                                      consists of products manufactured              and    sold     primarily          to   companies          in    the       aircraft     and locomotive     industry.      Within     the   aircraft      market,        the  primary    customers  arethose    companies        that      manufacture      or service        business  and  pleasure        aircraft.       Within   the    locomotive  market,   indicators         and gauges    are  sold to original      equipmentmanufacturers, servicers      of locomotives,    and operators          ofrailroad      equipment.

Automotive                                                      Diagnostic Tools and Equipment

This segment                                                      consists primarily of  products         designed         and    manufactured             tosupport          the       testing  or   servicing       of automotive systems       using       electronic       means        to measure          vehicleparameters.     These      products        are   sold to  OEM's  and to   the aftermarket        using several        brand   names    and avariety     of distribution          methods.  Included        in   thissegment   are products      used      for state required      testing   of   vehicle   emissions.     Also     included   in  this segment  are fastening           control  products    used   primarily   by large  manufacturersto   monitor      and    control      the "nut   running    process" (the controlled   tightening     of threaded        fasteners)     in assembly    plants.  This   equipment  provides   high  quality joint    control and  documentation.

Results                                                 of Operations

Sales for                                                     the fiscal year ended September          30,    2006 increased         to    $15,877,719,       an increase            of   approximately 64% from     fiscal 2005 sales of   $9,670,694.          This increase in  sales   was volume-driven       and attributable primarily to higher product sales of approximately        $6,439,000. Service salesin   fiscal  2006 decreased  by approximately   $232,000 and the reduction                                   was volume  related   compared to  fiscal   2005.Product      sales      were $15,130,872 in fiscal                    2006 compared  to    $8,691,822     in fiscal  2005. The increase     in product    sales    occurred  in both  the indicator   and gaugessegment,         and   the automotive    diagnostic     equipment    segments. The   dollar       increases     were approximately    $123,000     and    $6,316,000       respectively. Within    the   automotive        diagnostic    products, OEM product sales            and emission product sales included in aftermarket            products increased approximately $7,382,000 and $87,000 respectively       offset     by a decline in non-emissions product            sales and fastening systems            products sales of approximately     $930,000 and $95,000 respectively.Fiscal 2006 benefited            from two large orders for proprietary diagnostic products to the   dealership         network of a major vehicle OEM with no similar orders  for fiscal 2005.     Fiscal        2007   product sales are expected    to continue at     current levels including   an    opportunity                       involving emissionstesting    products; however, management     cautions that this opportunityis subject to a  number       of   uncertainties.  The reduction in servicesales was volume related and attributable primarily to lower repair sales.        The     current level  of  service      revenue is expected  to        continue for fiscal     2007.

Sales for                                                     the fiscal year ended September          30,    2005     declined         to    $9,670,694,         a decrease            of   approximately     39% from     fiscal     2004 sales of   $15,721,038.        This  decrease in  sales   was volume-driven        and attributable primarily to lower product sales of approximately         $5,515,000. Service salesin   fiscal  2005 decreased  by approximately   $536,000 and the reduction                                   was volume  related   compared to  fiscal   2004.      Product     sales    were $8,691,822 in fiscal   2005 compared  to   $14,206,561   in fiscal  2004. The reduction in productsales occurred in the automotive diagnostic          equipment segment, primarilysales of emissions products which declined        by  approximately $5,150,000and a decline in non-emissions product  of   approximately     $757,000.Sales of indicators and gauges increased by approximately   $242,000. Fiscal 2004 benefited from a state emissions   program with no  similar program    for fiscal 2005. The reduction in servicesales was volume related and attributable primarily to lower repair salesand the absence of training program sales of approximately $332,000 and $204,000respectively.

Cost of products                                                     sold in fiscal 2006 was   $8,183,500           or 54.1%      of   net    product        sales   compared         to     $5,197,059    or   59.8%    of net   product sales  in fiscal    2005.      Cost of products      sold during      fiscal  2004 was $7,124,920          or 50.2%    of net    product    sales. The decrease   in the percentage         of cost     of productssold  to   product    sales between    fiscal     2006 and 2005 was  due  primarily   to higher  product     sales  which     absorbed more of thefixed     costs    and  to a change     in   product    mix.  The increasein the percentage       of cost    of  products   sold    to product   sales  between fiscal  2005    and fiscal     2004 was    due     primarily   tolower product sales  which  absorbed  less  of the  fixed costs   and toa change   in   product  mix. The  cost of products                     sold percentage    in fiscal   2007 is expected to decline      slightly,             although  it is not expected to reach the levels    experienced in  fiscal       2004.

Cost of services                   sold in fiscal 2006 was $602,659 or 80.7% of net service                                   sales      compared         to $836,371 or   85.4%      respectively             in   fiscal         2005. Cost   of   services       sold     during     fiscal       2004  was $924,575        or 61.0% of   net    service sales.The percentage and dollar decrease     in the cost of services                 sold between     fiscal       2006   and  2005 was due primarily    to lower warranty related              costs     associated      with certain of the  automotive diagnostic         products   and to a  lowersales    volume of chargeable    repairs.The increase  inthe cost   of  services sold  as  a percentage  of  net service sales between                                 fiscal 2005    and 2004 was due  primarily   to   a  lower      sales      volume       for    chargeable   repairs, the absence of training          program sales and higher warranty          related   costs     associated      with certain of the  automotive    diagnostic      products.      The percentage                        of cost  of  services      sold relative to net service      sales        is    expected        to continue     at approximatelythe current  levels   in  fiscal      2007.

Product development                                                     expenditures  in fiscal   2006     were    $1,840,182           or 12.2%      of   product  sales       compared       to $2,059,401          or 23.7%,   respectively,          in fiscal     2005.   Product      development          expenditures    during      fiscal       2004 were    $2,127,641      or 15.0%  of   product   sales.     The dollar decrease     between fiscal  2006 and fiscal 2005 was due  primarily   to decreased  research   and experimental   material expenses of approximately $80,000 and labor cost  of approximately   $140,000 due to   the staff reductions initiated in fiscal  2005. The wage  reductions imposed from August 2005through December 2005  were offset by a special bonus  paid in late September2006. The percentage  decrease   was   due primarily  to the increase inproduct sales during fiscal  2006.   The  dollar decrease                     between  fiscal 2005 and   fiscal  2004 was due primarily         to   decreased        research and experimental  material expenses  and   labor     cost while the     percentage      increase    was dueto    lower  product   sales  volume   in fiscal   2005 compared     to fiscal  2004. Fiscal   2005   also benefited  slightly   in  the fourth  quarter   from temporary  wage and   staff reductions   which  were  implemented    in August 2005. The Company achieved                          the anticipated cost  reductions from the   temporary      wage     and    staff      reductions     initiated  in the fourthquarter       of fiscal      2005.The Company anticipates                  the amount  spent  on       product     development      will increase      beginning in    the first quarter    of  fiscal 2007 in order  to  continue supporting             the ongoing           need  to develop     a steady flow of  new diagnostic   products        for      the automotive    aftermarket    and emissions    programs.

Marketing              and administrative     expenses amounted to $4,408,798 which              was 27.8%      of   net    sales    in fiscal 2006, $4,243,632   or   43.9%      of  net  sales  in  fiscal     2005     and    $4,752,997,   or  30.2% of   net  sales    in fiscal  2004. The percentage decreasein   fiscal  2006 was   due to higher total sales for the current fiscal   year. Marketing     expenses                             were approximately     $2,446,000   in fiscal    year     2006     compared            to   $2,674,000  a year ago.Within     marketing                    expenses, decreases were   primarily in promotional    expenses            of $49,000, advertising of $48,000,        travel expense of                    $57,000, fulfillment expenses        of $37,000, credit and collection   expense of $29,0000, freight of $22,000   royalty expense of $12,000 and  commissions of $7,000. The decline in marketing     expenses was offsetin  part     by an increase           primarily inlabor costs   of  $36,000 as a result of a special bonus paid to marketing employees inlate September 2006 and       outside  consulting of $19,000. Administrative        expenses were approximately    $1,963,000      during the current  fiscal                    year   compared  to $1,571,000  a year ago.The     dollar increase        was    due   primarily   to an  employee bonus   provision     during    the    current     year, which is included     in accrued payroll and related expenses, of approximately         $392,000 compared   to no bonus   provision in  the  prior     fiscal        year.    In addition wages increased primarily due to a special bonus     paid to administrative employees in late   September 2006 of $39,000and an increase in staff of $16,000,     offset in   part by a decrease inoutside        professional        fees      of $25,000.Fiscal  2005 also                    benefited          slightly    in the fourth quarter from  temporary   wage     and    staff           reductions   which  wereimplemented     in August   2005. The     Company     anticipates       that  variable marketing   expenses      will increase         modestly   due   to   anticipated revenue increases.          Administrative expenses,   ignoring any bonus provisions, are expected to increase   modestly due to full year tenure of staffing  increases in 2006 and anticipated  additional          public       company     reporting  requirement expenses.

 The percentage         increase      of marketing     and administrative expenses    in  fiscal             2005     compared to fiscal    2004 was  due  to a lower  level       of total        sales for   the fiscal   year. Marketing      expenses          were    approximately            $2,672,000   in fiscal  year    2005     compared       to  $2,725,000     in fiscal     2004.Within     marketing        expenses,      decreases were primarily in commissions  for    indicator          and    automotive emission product        sales of $84,000,    royalties     of$106,000                and     promotional            expenses     of $44,000,   offset in part     by an increase    primarily      in  commissions for   non-emission                automotiveproduct    salesof $28,000,travel expense of                    $29,000, fulfillment expenses         of $38,000 and labor costs   of   $11,000. Administrative        expenses were approximately    $1,571,000 in fiscal      year 2005   compared  to $2,028,000  in fiscal 2004.  The     dollar            decrease        was    due   primarily   to the absence of an  employee       bonus   provision     during    fiscal 2005 compared   to a bonus   provision        of $384,000      in fiscal 2004. Also  contributing  to  the lower administrative                  expenses     in fiscal year   2005 was a decrease in outside             professional        fees of $55,000.  In fiscal 2004 higher professional fees were incurred due primarily to the Company's  Odd-Lot           Tender      Offer in an effort  to  deregister     its  Class A stock. Fiscal  2005 also         benefited      slightly in the fourth quarter  from temporarywage     and    staff        reductions  which  were implemented    in August  2005.

Interest charges were            $64,582 in fiscal 2006 compared with $21,465  in fiscal 2005and    $1,558       in  fiscal 2004. The increase in interest charges infiscal   2006 compared       to fiscal 2005 was due to increased short-termborrowings   to fund the   increased     sales volume. The increase in interestcharges    in fiscal 2005  compared                        to fiscal 2004was due to   short-term  borrowings  during  fiscal 2005. The Company  anticipates   interest   expense to  continue at    approximatelythe current     levels  in fiscal   2007.

Other income                            was $299,115 in fiscal 2006 compared     with$201,162         in fiscal      2005     and    $53,523     in fiscal 2004. The  increase infiscal 2006    compared     to  fiscal    2005 was   due primarily   to gains on sale  of            short-term  investments    of approximately     $111,000 offset   in part            by a decrease   in interest    income  and dividend income ofapproximately               $5,800 and $7,300 respectively.Other income of $201,162 in fiscal 2005 compares with other incomeof $53,523 in fiscal 2004. The   change    was            primarily     due  to dividend incomeof  approximately     $77,000  and    gains on sale  of short-term  investments               of approximately     $91,000  offset   in part by a decrease    in   interest        income  of approximately     $25,000. In late fiscal 2004             the     Company decided   to invest     a portion    of itsexcess       cash     in mutual   funds  in  hopes   of obtaining   a  better investment          return    on the cash. The Company   anticipates maintaining   a  portion      of   these investments   for fiscal   2007. The Company anticipates        other income, primarily dividends paid on short-term investments,will     decline   from current levels in fiscal 2007 due to less shares available    for dividends. 

Income taxes  in fiscal2006                    were $273,500      which  represents       an effective            income  tax rate of 25%. The tax rate in fiscal 2006 was lower than  the normal  tax  rate  of 37% due     to theutilization      of research    and development            tax credits.Income taxes                  in fiscal  2005 were a negative  $912,300 which represents           a recovery of income taxes at a 37% effective          tax    rate.  Income       taxes  in fiscal   2004     were $183,100       which represents  an effective      tax  rate of 22%.  The  tax rate      in fiscal  2004    was   lower   than     the  normal  tax  rate  of 37% due     to the   utilization      of research       and development  tax credits.    It is anticipated           that the    effective tax rate in fiscal 2007      will         be consistent  with 2006.Management   anticipates                   that future  business    will generate sufficient taxable   income         (approximately     $6,400,000)during the carryforward                               period  to fully realize   the  deferred      tax    benefits.The    deferred          tax   benefits    begin    to expirein    2015.

The net income           in fiscal 2006 was $803,613, or $.66 per share which was an increase      of   $2,377,385  as compared to the net loss of $1,573,772, or $1.30 per    share   in fiscal 2005.  The change in fiscal 2006 versus fiscal 2005 was    due primarily   to a higher  sales volume. Fiscal 2006 benefited  from a           large order for a proprietary diagnostic product to the dealership     network      of a major vehicle OEM with no similar order for fiscal2005. The net  income                       in fiscal 2004 was $659,770,   or   $.54    per    share.    The change in fiscal      2005 versus fiscal 2004 was primarily due    to lower sales  volume. Fiscal     2004  benefited from a state emissions program    with no similar program     in fiscal 2005.

Liquidity                                           and Capital             Resources

Current assets                                                    of $9,641,667   at September       30,    2006    were 3.4    times      current        liabilities            and    the    total  of   cash and cash equivalents,   short-term      investments    and      receivables    was   1.9    times      current     liabilities.     These      ratios    compare       to 4.4 and 1.8   respectively       at   the    end   of fiscal 2005.      Total current   assets increased     by approximately              $1,707,000      from   the previous       year end  due   primarily        to an increase in  accounts    receivable    and inventory                                of   approximately    $3,351,000 and  $78,000  respectively.                          The increase was offset    in part  by an decrease         in cash and cash equivalents, short-term    investments    and deferredincome taxes of approximately $85,000, $1,299,000 and $358,000 respectively.     The increase                       in accounts   receivable  was   due  primarily  to a higher      sales         volume       in the  fourth quarter             of fiscal 2006 versus    fiscal  2005. The Company deliveredthe large order referred to elsewhere herein during the third and fourth quarterof fiscal 2006 effectively masking any seasonality aspect of the Company'sbusiness and primarily causing the increase in accounts receivable.

Working capital                                                    at September   30, 2006  was    $6,790,066         as   compared         to   $6,127,053   a  year        ago.    The  increase     was due  primarily        to an  increase    in accounts     receivable         and inventory  of  approximately              $3,351,000   and       $78,000   respectively and a decrease in cash and cash equivalents, short-term         investments        and    deferred income taxes  of approximately   $85,000,   $1,299,000     and   $358,000      respectively offset in part by an increase                  in   short-term financing, accounts   payable and  accrued     payroll    and  related    expenses of  approximately $548,000,             $60,000   and $406,000 respectively.The increase in accountsreceivable and inventory was due primarily to delivery of most of the largeorder referred to elsewhere herein during the third and fourth quarter offiscal 2006. 

Internally                               generated funds in fiscal 2006 were a negative    $1,939,527           and    were     not    adequate   to fund the Company's primary   non-operating                               cash  requirements     consistingof   capital            expenditures             of   $93,773. The primary reason                          for the negative cash flow   from operations                                       in fiscal 2006 was the increase inaccounts         receivable  of $3,351,366. The negative cashflow was financed through short-term borrowings with the Company's lender.Internally                     generated funds in fiscal 2005  were a negative$2,336,927     and    were     not    adequate   to fund the Company's primary   non-operating                               cash  requirements     consistingof   capital            expenditures             of   $235,470. The primary reason                          for the negative cash flow   from operations                                       in fiscal 2005 was the net loss  of   $1,573,772         and    a  $466,100         reduction   in accrued payroll     and related       expenses.Internally          generated    funds in fiscal      2004 were $1,490,981  and were adequate                 to  fund  the Company'sprimary     non-operating       cash     requirements         consisting   of capital expenditures      and  purchase     of Class A shares of $104,031       and $13,202  respectively.      The    primary      reason  for the positive      cash  flow in fiscal  2004   was  net income of $659,770and the    reduction         in accounts     receivable       and an increasein accrued     payroll        and related   expenses. The Company  expects  internally   generated   funds      in    fiscal 2007 from operating               activities   to be adequate   to fund      approximately   $250,000 of capital           expenditures.                     Most of the  capital expenditures       will     be made to upgrade        information             technology       and manufacturing    equipment.

On March 27, 2006,                                  the Company entered into a new credit agreement        with     a  new    financial          lender           that     provides                       for       a  secured     revolving     credit facility            of          $2,500,000     with     interest       generally          equal     to   two and one half percent per annum   plus one  month     LIBOR.    The   agreement was to expire        in  February              2007    but was modified   on September         25, 2006 to extend   the maturity date to February2008.       The agreement      is secured    by the   Company's        investments,      accounts               receivable,       inventory,           equipment    and    general      intangibles.      The credit                          agreementcontains                                 affirmative         covenant      requirements,          tested       on   an   annual     basis,     that require    the   Company          to maintain       a  tangible        net  worth of  $8,000,000     and      a  pre-tax  interest        coverage  ratio    of  not lessthan    3.0    to  1.0. In addition, a borrowing                                         base addendum generally allows for  borrowing          based      on   an   amount        equal      to   eighty  five percent       of   eligible    receivables,        plus an   amount     equal   to    the    lesser   of either    forty percent    of   eligible  inventory   or   $1,000,000.     The    revolvingcredit facility        is subject    to a      review by the   Company's             lender in 2008. The   Company had                                 outstanding borrowings  of $1,348,000 under      this     loan      facility    at     September       30, 2006.The Company  is in compliance      with  its loan   covenants. During fiscal 2007           the Company's business may require a short-term increasein     inventory                and accounts receivables. Whenever theremay be     a requirement          to increase   inventory  in   fiscal  2007there   will  be a negative     but    temporary  impact   on liquidity.The Company    believes    that  internally      generated  funds and therevolving    line of credit will     provide sufficient     liquidity to meet ongoing        working capital    requirements.

Off-Balance                                  Sheet Arrangements

Hickok has                                                    no off-balance   sheet arrangements           (as    defined        in   Regulation           S-B    Item     303       paragraph       (c)(2)) that     have    or are reasonably            likely     to have    a   material    current     or  future effect   on  its  financial          condition,       changes    in   financial       condition, revenues     or  expenses,        results of operations,         liquidity,      capital        expenditures   or capital       resources.

Critical                                                    Accounting Policies

The Company                                                    describes   its significant      accounting         policies         in   the    notes      to     the     consolidated         financial  statements         included      inthe    Company's        Annual      Report  on Form   10-KSB.However,       in  response      to the SEC's       Release  No.   FR-60, "Cautionary             Advice      Regarding  Disclosure    About    Critical  Accounting        Policies",       issued      December    12, 2001,the Company   has   identified      the  policies    it   believes    are most  critical    to an understanding           of the   Company's  financial  statements.       Since  application            of theseaccounting       policies  involves  the exercise  of     judgment     anduse of   estimates,        actual   results  could differ      from    those  estimates.

Revenue Recognition                                                    -   Revenue is recognized    as   manufactured           items      are    shipped        to   customers,               legal  title      has   passed,    and  all   significant   contractual           obligations           of     the   Company have   been satisfied.        Revenue from   development          contracts      is    recorded    as agreed upon    milestones are  achieved.

Inventory                                                    Valuation and   Reserves   -  Inventories          are    valued       at   the    lower      of   cost      or   market      using     the  first-in,    first-out  (FIFO)        method.   The     Company's      business       may   require an   increase         in inventory       of   component       parts,   work-in-process             and finished       goods in order   to    meet anticipated   delivery       schedules   of   customers.         However,  we areresponsible      for   excess   and obsolete   inventory       purchases  in   excess   of    inventory     needed  to meet  customer   demand forecasts,     as   well      as inventory        purchases  generally    not   coveredby supply   agreements,          or parts       that   become  obsolete before   use   in production.    If our forecasts            change or     excessinventory     becomes  obsolete,     the inventory    reserves       included    in  our   financial   statements         may be understated.

DeferredTaxes - Deferred income taxes are provided for temporary   differences betweenfinancial and tax reporting in accordance with the provisions   of FinancialAccounting Standards Board Statement No. 109, "Accounting for   Income Taxes."Significant factors considered by the Company in estimating   the probabilityof the realization of deferred taxes include expectations   of future earningsand taxable income, as well as application of tax laws   in the jurisdictions           in which the Company operates.

The Company                                                    does not have off-balance    sheet      arrangements,              financing,           or   other     relationships             with   unconsolidated           entities or    persons,       also    known     as   "special purpose        entities"     (SPEs).

Impact                                                    of Inflation

In recent                                                    years, inflation   has had    a  minimal      effect       on   the    Company        because      of     low    rates     of inflation      and the  Company's    policy     minimizing         the    acceptance        of     long-term   fixedrate    contracts      without  provisions     permitting        adjustment        for  inflation.

MarketRisk

The     Company        is  exposed                        to certain market risks    fromtransactions            that  are     entered          into      during  the  normal course     of  business.  The Company        has    not entered      into derivative        financial           instrumentsfor    trading        purposes.       The  Company's   primary   market risks     are  exposure       related     to interest      rate   risk and equity market     fluctuations.      The      Company's   only debt  subject   to interest        rate risk  is   its revolving   credit facility.The  Company      has   a balance     of    $1,348,000  on its   revolvingcredit  facility at  September      30,   2006,    which is  subject to a variable  rate of interest based    on   the prime    commercial rate.   As  a result,    the Company believes   that   the  market  risk    relating  to interest    rate movements   is  minimal.    In  addition,  the Companymaintains   investments in a number  of mutual   funds.  These funds  aresubject to normal   equity market  fluctuations.   The Company   believes    the equity market fluctuation     risk  is  acceptable because the funds    can be sold on demand with approval       from its financial lender.  Forward-Looking                                                    Statements

The foregoing                                                    discussion   includesforward-looking              statements           relating         to   the     business         of  the    Company. These     forward-looking  statements,           or  other     statements     made      by the Company,     are  made    based  on   management's         expectations        and  beliefs       concerning         future  events    impacting  the    Company   and   are    subject       to uncertainties      and  factors  (including,        but not limited      to,     those specified         below)which    are    difficult      to predict   and,  in many   instances, are   beyond     the    control       of the   Company.      As  a result, actual      results    of the    Company    could differ    materially    from those       expressed    in or   implied  by any such   forward-looking    statements.       These    uncertainties          and factors include(a)   the Company's      dependence       upon a limited        number of  customers,  (b) the   highly    competitive          industry    inwhich   the Company   operates,  which includes      several   competitors      with greater     financial   resources   and    larger   sales organizations,     (c) the   acceptance   in the marketplace        of  new products  and/or services         developed    or under   development         by the  Company including automotive    diagnostic       products,    fastening    systems   products and indicating  instrument    products, (d)  the ability   of the Company  to further  establish  distribution          and      a customer   base in the automotive aftermarket,     and  (e) the   Company'sability       to capitalize   on market opportunities       includingstate automotive           emissions    programs and OEM tool    programs.

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******ITEM 7. FINANCIAL STATEMENTS**

The following                                                      pages contain the Financial        Statements           and    Supplementary              Data     as   specified             for    Item    7 of   Part II of Form     10-KSB.

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

**SHAREHOLDERS ANDBOARD OF DIRECTORS****HICKOK         INCORPORATED****CLEVELAND,   OHIO**

We have audited                                                      the accompanying consolidated          balance        sheet       of   HICKOK       INCORPORATED      as     of  September        30, 2006    and   2005,   and the    related       consolidated         statements                of  income,    stockholders'           equity  and    comprehensive    income,     and  cash  flows for   each     of the  years          in the   three-year   period     ended  September     30, 2006. These     financial     statements          are   the   responsibility        of the  Company's  management.       Our responsibility              is    to  express    an opinion  on  these financialstatements      based   on   our   audits.

We conducted                                                      our audits in accordance     with     the    standards          of   the    Public       Company      Accounting            Oversight    Board      "United   States". Those        standards      require        that    we plan      and    perform   the  audit   to obtain          reasonable    assurance        that   the financial     statements           are free   from material     misstatement.             The Company   has    determined    it is not requiredto   have,   nor    were  we engaged    to  perform, an audit   of its internal     control       over   financial      reporting.  Our audit included   consideration       of internal      control      over financial     reporting  as a basis       for     designing audit   procedures       that  are appropriate     in   the circumstances        but    not   for  the purpose   of   expressing     an opinion   on  the effectiveness          of  the  Company's  internal    control   over financial    reporting.     Accordingly,         we express     no such opinion. An  audit  also includes examining,                                            on a test  basis, evidence supporting        the     amounts        and    disclosures            in   the   financial         statements,     assessing         the  accounting  principles         used    and significant      estimates        made  by management,   as  well  as   evaluating           the overall    financial       statement      presentation.    We  believe    that  our    audits          provide      a reasonable basis  for our    opinion.

In our opinion,                                                      the financial statements     referred         to   above      present        fairly,        in   all      material         respects,   the    consolidated      financialposition             of  Hickok       Incorporated          as   of September     30,    2006   and 2005, and      the  consolidated         results oftheir     operations       and their    cash   flows  for each      of theyears  in  the  three-year    period       ended September       30,     2006in  conformity   with  accounting     principles          generally    accepted        in     the United States     of America.

/s/ Meaden                                                      & Moore, Ltd.

**MEADEN &                                        MOORE, Ltd.****CERTIFIED  PUBLIC                        ACCOUNTANTS**

**NOVEMBER                                                      21, 2006****CLEVELAND,   OHIO**                                                                                

**
**F-1**
**

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**
**CONSOLIDATED BALANCE SHEET****      HICKOK     INCORPORATED****SEPTEMBER  30**                                        

**ASSETS**
**
|                                                                                    | **2006**                                                                                  | **2005**    |
|------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------|-------------|
|                                                                                    |                                                                                           |
| **CURRENT ASSETS: **                                                          |                                                                                           |             |
| Cash and cash equivalents                                                     | $61,363                                                                                   | $145,889    |
| Short-term investments                                        - available for sale | 848,698                                                                                   | 2,148,170   |
| Accounts receivable-less                                      allowancefor    | 4,382,383                                                                                 | 1,031,017   |
|                                                                                    | doubtful accounts                                        of $75,000 ($50,000, 2005)  |
| Inventories-less allowance for obsolete                                       | 3,763,074                                                                                 | 3,684,629   |
|                                                                                    | inventory of $675,000                                        ($425,000, 2005)        |
| Deferred income taxes                                                         | 524,400                                                                                   | 882,600     |
| Prepaid expenses                                                              | 61,749                                                                                    | 42,144      |
|                                                                                    |                                                                                           |
|                                                                                    | **Total Current Assets **                                                            | 9,641,667   | 7,934,449 |
|                                                                                    |                                                                                           |             |
|                                                                                    |                                                                                           |             |
| **PROPERTY, PLANT AND                                      EQUIPMENT: **      |                                                                                           |             |
| Land                                                                          | 229,089                                                                                   | 229,089     |
| Buildings                                                                     | 1,492,161                                                                                 | 1,492,161   |
| Machinery and equipment                                                       | 2,581,618                                                                                 | 2,603,267   |
|                                                                                    |                                                                                           |
|                                                                                    | 4,302,868                                                                                 | 4,324,517   |
| Less accumulated depreciation                                                 | 3,412,447                                                                                 | 3,289,727   |
|                                                                                    |                                                                                           |
|                                                                                    | 890,421                                                                                   | 1,034,790   |
|                                                                                    |                                                                                           |             |
| **OTHER ASSETS: **                                                            |                                                                                           |             |
| Deferred income taxes                                                         | 1,573,400                                                                                 | 1,401,700   |
| Deposits                                                                      | 1,750                                                                                     | 1,750       |
|                                                                                    |                                                                                           |
|                                                                                    | 1,575,150                                                                                 | 1,403,450   |
|                                                                                    |                                                                                           |
|                                                                                    |                                                                                           |             |
|                                                                                    | **Total Assets **                                                                    | $12,107,238 | $10,372,689 |
|                                                                                    |                                                                                           |

**
**F-2**
**

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**
**LIABILITIES AND STOCKHOLDERS' EQUITY**
**

20062005**CURRENT LIABILITIES:**Short-term financing$1,348,000$800,000Accounts payable364,702305,157Accrued payroll and                                                      related expenses666,053260,092Accrued expenses270,959272,243Accrued taxes other                                                      than income68,79465,970Accrued income taxes133,093103,934**  Total Current                                                       Liabilities**2,851,6011,807,396**STOCKHOLDERS' EQUITY:**Common shares - par                                                      value $1.00Class A 3,750,000                                                      shares authorized,      772,174 shares  issued (2006                       and 2005)756,379756,379Class B 1,000,000                                                      convertible sharesauthorized,  475,533 shares                                                      issued454,866454,866Accumulated comprehensive                                                      income (net of tax)104,869218,138Contributed capital1,592,9421,592,942Treasury shares -                                                      15,795 (2006 and 2005)  Class A shares                                                      and 20,667 (2006 and 2005)  Class B shares(661,676)(661,676)Retained earnings7,008,2576,204,644**  Total Stockholders'                                                      Equity**9,255,6378,565,293**  Total Liabilities                                                      and Stockholders' Equity**$12,107,238$10,372,689

**
**F-3**
**

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**
**CONSOLIDATED STATEMENT OF INCOME****HICKOK         INCORPORATED****FOR     THE    YEARS                           ENDED SEPTEMBER 30**
**
|                                                                                          | **2006**                                                                                        | **2005**   | **2004**     |
|------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------|------------|--------------|
|                                                                                          |                                                                                                 |            |              |
| **NET SALES: **                                                                     |                                                                                                 |            |              |
| Product sales                                                                       | $15,130,872                                                                                     | $8,691,822 | $14,206,561  |
| Service sales                                                                       | 746,847                                                                                         | 978,872    | 1,514,477    |
|                                                                                          |                                                                                                 |
|                                                                                          | **Total Net Sales **                                                                       | 15,877,719 | 9,670,694    | 15,721,038 |
|                                                                                          |                                                                                                 |            |              |
| **COSTS AND EXPENSES: **                                                            |                                                                                                 |            |              |
| Cost of product sold                                                                | 8,183,500                                                                                       | 5,197,059  | 7,124,920    |
| Cost of services sold                                                               | 602,659                                                                                         | 836,371    | 924,575      |
| Product development                                                                 | 1,840,182                                                                                       | 2,059,401  | 2,127,641    |
| Marketing and administrative                                                        | 4,408,798                                                                                       | 4,243,632  | 4,752,997    |
|                                                                                          | expenses                                                                                   |
| Interest charges                                                                    | 64,582                                                                                          | 21,465     | 1,558        |
| Other income                                                                        | (299,115)                                                                                       | (201,162)  | (53,523)     |
|                                                                                          |                                                                                                 |
| **Total Costs and Expenses **                                                       | 14,800,606                                                                                      | 12,156,766 | 14,878,168   |
|                                                                                          |                                                                                                 |
|                                                                                          | **Income (Loss) before     Provision for Income Taxes **                                   | 1,077,113  | (2,486,072)  | 842,870 |
| **Provision For (Recovery         Of)****      Income       Taxes:**** ** |                                                                                                 |            |              |
| Current                                                                             | 29,000                                                                                          | (25,000)   | (18,000)     |
| Deferred                                                                            | 244,500                                                                                         | (887,300)  | 201,100      |
|                                                                                          |                                                                                                 |
|                                                                                          | 273,500                                                                                         | (912,300)  | 183,100      |
|                                                                                          |                                                                                                 |
|                                                                                          | **Net Income (Loss)**                                                                           | $803,613   | $(1,573,772) | $659,770 |
|                                                                                          |                                                                                                 |
|                                                                                          | **NET INCOME (LOSS)                                         PER COMMON SHARE - BASIC**          | $.66       | $(1.30)      | $.54 |
|                                                                                          |                                                                                                 |
|                                                                                          | **NET INCOME (LOSS)                                          PER****COMMON     SHARE -DILUTED** | $.64       | $(1.30)      | $.53 |
|                                                                                          |                                                                                                 |            |
| **WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING **                            | 1,211,245                                                                                       | 1,211,629  | 1,218,913    |
|                                                                                          |                                                                                                 |

**
**F-4**
**

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**
**CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE                                       INCOME****HICKOK         INCORPORATED****FOR     THE    YEARS                           ENDED SEPTEMBER 30,         2006, 2005, AND2004**
**
|                                                                                                                                                                                                               |                                      | **COMMON STOCK - ****$1.00  PAR VALUE ** |                   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|----------------------------------------------------|-------------------|
|                                                                                                                                                                                                               | **RETAINED ****EARNINGS ** | **CLASS A **                                  | **CLASS B ** | **CONTRIBUTED ****CAPITAL ** | **ACCUMULATED COMPREHEN- ****SIVE  INCOME** | **TREASURY ****SHARES ** | **TOTAL ** | **COMPREHEN-****SIVE  INCOME** |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
| **Balance at****September****30,     2003**                                                                                                                                                                   | $7,239,771                           | $764,884                                           | $454,866          | $1,603,848 |                                                                             $    - | $(605,795) | $9,457,574 | $     - |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
| Purchase andRetirement of     Class   Ashares                                                                                                                                                            | -                                    | (2,296)                                            | -                 | (10,906) | - | - | (13,202) | - |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
| SharesTendered                                                                                                                                                                                                | -                                    | -                                                  | -                 | - | - | (33,300) | (33,300) | - |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
| UnrealizedGain       on  Investments(net       of  tax         of       $17,000)                                                                                                                              | -                                    | -                                                  | -                 | - | 34,863 | - | 34,863 | 34,863 |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
| Net Income                                                                                                                                                                                                    | 659,770                              | -                                                  | -                 | - | - | - | 659,770 |  659,770 |
|                                                                                                                                                                                                               |                                      |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
| **Balance at****September****30,     2004**                                                                                                                                                                   | $7,899,541                           | $762,588                                           | $454,866          | $1,592,942 | $34,863 | $(639,095) | $10,105,705 | $694,633 |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
| Purchase         and Retirement                            of Class    A Shares Tendered                                                                                                                      | -                                    | (6,209)                                            | -                 | - | - | (22,581) | (28,790) |                                   $    - |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
| Unrealized         Gain      on Investments                       and    Reclassification adjustment            for gain/loss included      in   net      earnings         (see  note     3)   (net   of tax) | -                                    | -                                                  | -                 | - | 183,275 | - | 183,275 | 183,275 |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
| Dividend         of $.10      per Class                       A and    B shares                                                                                                                               | (121,125)                            | -                                                  | -                 | - | - | - | (121,125) | - |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
| Net Loss                                                                                                                                                                                                      | (1,573,772)                          | -                                                  | -                 | - | - | - | (1,573,772) | (1,573,772) |
|                                                                                                                                                                                                               |                                      |
| **Balance         at September                            30, 2005**                                                                                                                                          | $6,204,644                           | $756,379                                           | $454,866          | $1,592,942 | $218,138 | $(661,676) | $8,565,293 | $(1,390,497) |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
| Unrealized Gain on Investments                                    and Reclassification    adjustment for gain/loss          included        in   net    earnings         (see note    3) (net  of   tax)      | -                                    | -                                                  | -                 | - | (113,269) | - | (113,269) | $(113,269) |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |
| Net Income                                                                                                                                                                                                    | 803,613                              | -                                                  | -                 | - | - | - | 803,613 | 803,613 |
|                                                                                                                                                                                                               |                                      |
| **Balance at September                                    30, 2006**                                                                                                                                          | $7,008,257                           | $756,379                                           | $454,866          | $1,592,942 | $104,869 | $(661,676) | $9,255,637 | $690,344 |
|                                                                                                                                                                                                               |                                      |
|                                                                                                                                                                                                               |                                      |                                                    |                   |  |  |  |  |  |

See accompanying                                                      summary of accounting  policies         and    notes      to   financial          statements.

**
**F-5**
**

----

**
**CONSOLIDATED STATEMENT OF CASH FLOWS****HICKOK         INCORPORATED****FOR     THE    YEARS                           ENDED SEPTEMBER 30**
**
|                                                                                                                                                                                                                                                                                                           | **2006**     | **2005**     | **2004**     |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|--------------|--------------|
|                                                                                                                                                                                                                                                                                                           |              |
| **CASH FLOWS FROM OPERATING                                                ACTIVITIES: **                                                                                                                                                                                                            |              |              |              |
| Cash received from                                        customers                                                                                                                                                                                                                                  | $12,526,353  | $10,088,121  | $15,970,143  |
| Cash paid to suppliers                                        and employees                                                                                                                                                                                                                          | (14,412,343) | (12,409,036) | (14,515,317) |
| Interest paid                                                                                                                                                                                                                                                                                        | (57,144)     | (21,465)     | (1,558)      |
| Interest received                                                                                                                                                                                                                                                                                    | 3,448        | 10,453       | 42,713       |
| Income taxes (paid)                                        refunded                                                                                                                                                                                                                                  | 159          | (5,000)      | (5,000)      |
|                                                                                                                                                                                                                                                                                                           |              |
| **Net Cash Provided                                                by (Used in) Operating    Activities **                                                                                                                                                                                           | (1,939,527)  | (2,336,927)  | 1,490,981    |
|                                                                                                                                                                                                                                                                                                           |              |              |              |
| **CASH FLOWS FROM INVESTING                                                 ACTIVITIES:**                                                                                                                                                                                                                 |              |              |              |
| Capital expenditures                                                                                                                                                                                                                                                                                 | (93,773)     | (235,470)    | (104,031)    |
| Proceeds on saleof assets                                                                                                                                                                                                                                                                            | 774          | 11,941       | -            |
| Purchase of short-term                                     investments                                                                                                                                                                                                                                    | -            | (500,000)    | (2,000,000)  |
| Sale of short-term                                        investments                                                                                                                                                                                                                                | 1,400,000    | 849,841      | 1,018,000    |
|                                                                                                                                                                                                                                                                                                           |              |
| **Net     Cash Provided                               by (Used in)   Investing         Activities **                                                                                                                                                                                                 | 1,307,001    | 126,312      | (1,086,031)  |
|                                                                                                                                                                                                                                                                                                           |              |              |              |
| **CASH FLOWS FROM FINANCING                                                ACTIVITIES: **                                                                                                                                                                                                            |              |              |              |
| Increase       in short-term                  financing                                                                                                                                                                                                                                                   | 548,000      | 800,000      | -            |
| Purchase of Class                                        A shares                                                                                                                                                                                                                                    | -            | (62,090)     | (13,202)     |
| Dividends          paid                                                                                                                                                                                                                                                                                   | -            | (121,125)    | -            |
|                                                                                                                                                                                                                                                                                                           |              |
| **Net Cash Provided                                    by (Used in) Financing Activities **                                                                                                                                                                                                          | 548,000      | 616,785      | (13,202)     |
|                                                                                                                                                                                                                                                                                                           |              |
|                                                                                                                                                                                                                                                                                                           |              |              |              |
| **Increase (Decrease)                                                in Cash and Cash Equivalents **                                                                                                                                                                                                 | (84,526)     | (1,593,830)  | 391,748      |
|                                                                                                                                                                                                                                                                                                           |              |              |              |
| **Cash and Cash Equivalents                                                at Beginning of       Year **                                                                                                                                                                                             | 145,889      | 1,739,719    | 1,347,971    |
|                                                                                                                                                                                                                                                                                                           |              |
| **Cash and Cash Equivalents                                                at End of Year **                                                                                                                                                                                                         | $61,363      | $145,889     | $1,739,719   |
|                                                                                                                                                                                                                                                                                                           |              |
|                                                                                                                                                                                                                                                                                                           |              |              |              |
| See accompanying summary of accounting policies and notes to financial                statements.                                                                                                                                                                                |

**
**F-6**

****
**
|                                                                                                                                                                                                                                                                            | **2006**                        | **2005**                 | **2004**   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------|--------------------------|------------|
|                                                                                                                                                                                                                                                                            |                                 |
| **RECONCILIATION OF NET INCOME TO NET CASH                                PROVIDED     BY  OPERATING      ACTIVITIES: **                                                                                                                                              |                                 |                          |            |
|                                                                                                                                                                                                                                                                            |                                 |                          |            |
| Net Income (Loss)                                                                                                                                                                                                                                                          | $803,613                        | $(1,573,772)             | $659,770   |
| **   ADJUSTMENTS      TO RECONCILE  NET INCOME       TO   NET                                      CASH      PROVIDED     BY OPERATING           ACTIVITIES:**                                                                                         |                                 |                          |            |
|    Depreciation                                                                                                                                                                                                                                                  | 237,291                         | 267,180                  | 280,552    |
|            Dividends     reinvested                                                                                                                                                                                                                              | (69,783)                        | (77,085)                 | -          |
|            Gain     on disposal                                 of investments                                                                                                                                                                                   | (202,014)                       | (90,788)                 | -          |
|          (Gain)Loss                                   on disposal      of assets                                                                                                                                                                                 | 77                              | (4,014)                  | 15,036     |
|          Deferred                            income                  taxes                                                                                                                                                                                       | 244,500                         | (887,300)                | 201,100    |
|          **CHANGES                                             IN ASSETS AND LIABILITIES:**                                                                                                                                                                      |                                 |                          |            |
|          Decrease                            (Increase)   in accounts receivable                                                                                                                                                                                 | (3,351,366)                     | 417,427                  | 249,105    |
|          Decrease                            (Increase)   in inventories                                                                                                                                                                                         | (78,445)                        | 175,596                  | (568,897)  |
|          Decrease                            (Increase)   in prepaid expenses                                                                                                                                                                                    | (19,605)                        | 4,193                    | 1,044      |
|          Increase                            (Decrease)   in accounts payable                                                                                                                                                                                    | 59,545                          | (111,029)                | 121,970    |
|          Increase                            (Decrease)   in accrued payroll and                                           relatedexpenses                                                                                                        | 405,961                         | (466,100)                | 477,141    |
|          Increase                            (Decrease)   in other accrued                                           expenses and     accrued         taxes       other      than                                           income | 1,540                           | 38,765                   | 77,160     |
|          Increase                            (Decrease)   in accrued income                                           taxes                                                                                                                       | 29,159                          | (30,000)                 | (23,000)   |
|                                                                                                                                                                                                                                                                            |                                 |
|          Total                            Adjustments                                                                                                                                                                                                            | (2,743,140)                     | (763,155)                | 831,211    |
|                                                                                                                                                                                                                                                                            |                                 |
|                                                                                                                                                                                                                                                                            |                                 |                          |            |
|          **Net                            Cash                  Provided by (Used in) Operating                                          Activities**                                                                                             | ($1,939,527)                    | $(2,336,927)             | $1,490,981 |
|                                                                                                                                                                                                                                                                            |                                 |
| Non-cash       disclosures                                                                                                                                                                                                                                                 |                                 |                          |            |
|          Accrued                            tender                  offer                                                                                                                                                                                        | $              - | $       - | $33,300    |
|                                                                                                                                                                                                                                                                            |                                 |                          |            |

**
**F-7**
**

----

**
**F-8**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS****HICKOK         INCORPORATED****SEPTEMBER  30,                        2006, 2005 AND 2004**
**

**1. NATURE OF OPERATIONS**

Hickok Incorporated                                                      and its wholly-owned domestic         subsidiaries             ("Company")            develop       and     manufacture          products         used  by companies  in   the    transportation          industry.     Among    the   products     are   indicators       and   gauges  sold  to    companies      in  aircraft   and  locomotive    markets.         On a much     larger  scale,the       Company   manufactures     diagnostic      equipmentused  by   automotive      technicians    to test   the    various   electronic       systems    in  automobiles.       Also within   the   automotivesegment,         the Company  manufactures       equipment      to   control  the  nut   running      process in  assembly    plants. The    Company      serves    the    automotive,       locomotive    and general   aviationmarkets      predominately     in  North    America.     Sales in   the Company's  principal     product   classes,    as  a  percent  of  consolidated  sales, are  as follows:

 **Product Classes             ****2006****2005****2004**Automotive Test Equipment  86.4% 78.2% 86.9% Fastening Systems 0.92.4 1.4Indicating Instruments 12.719.410.4Other Product Classes 0.00.0 1.3**Total ** 100.0% 100.0% 100.0% 

Current operating                                                      properties consist of  a  manufacturing              plant      in   Greenwood,           Mississippi,                and     a  corporate     headquarters,         marketing and      product     development          facility             in Cleveland,          Ohio.

**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

*Principles                                                      of Consolidation :*The     consolidated                                financial statements         include  the accounts          of   Hickok       Incorporated            and its    wholly-owned    domestic      subsidiaries           since    date    of   acquisition.        Significant       intercompany  transactions              and   balances          have been  eliminated        in the  financial           statements.

*Concentration                                                      of Credit Risk :*The     Company     sells its products and services primarily         to customers inthe  United   States    of America and to a lesser    extent     overseas.All  sales are  made   in United                         States     of America   dollars.    The Company  extends         normal          credit   terms  to its   customers.  Customers   in the                                    automotive industry    comprise 93%       of outstanding                receivables         at   September        30, 2006  (76%      in 2005).                Sales to a customer     approximated         $7,100,000     (2006), $211,000                  (2005),   $1,273,000         (2004), andaccounts receivable to this customer amounted to approximately $3,402,000 (2006), $57,000 (2005).

*Use of                                                      Estimates in the Preparation         of   Financial          Statements           :*The     preparation                                of financial statements in conformitywith            generally          accepted           accounting    principles   requires     management to     make         estimates      and   assumptions        that  may      affect the  reported    amounts     of  certain     assets    and liabilities     and  disclosure      of contingencies     at  the    date of  the  financial      statements,           and thereported     amounts    of  revenue    and expenses       during       thereporting   period.  Actual results       could  differ    from     those   estimates.

*Revenue                                                      Recognition :*The     Company     records sales as manufactured items are shipped         to   customers    on   an FOB shipping   point arrangement, at which time   title  passes   and  the earnings  process is   complete. Revenue from development         contracts  represent agreements  to provide   training related programs        to   technicians  and engineers and are  recorded as  service revenue.     Revenue      from these  contracts is recognized   as agreed upon  milestones     are achieved.      The  customer does not have a right   to return merchandise      unless defective      or warranty related and there are   no formalcustomer     acceptance  provisions.        The Company warrants certainproducts   against   defects for periods   ranging     primarily from 12to 36 months.  Charges    against                                   income for  warranty  expense   amounted to   $37,861 (2006),    $133,234                               (2005)    and $111,664 (2004). Sales returns  and    allowances              were    immaterial         during     each  of the     three   years     in   the    period    ending  September   30, 2006.     An  estimate  for   future     warranty    claims    of $20,855 (2006)  and  $52,246   (2005)  is included  in "Accrued     expenses".

*Product                                                      Development Costs :*Product         development                           costs, which         include engineering    production             support,         are     expensed            as incurred.   Research  and development   performed                    for customers      represents    no more than  1% of sales     in   each     year.   The     arrangements        do not include   a   repayment        obligation       by   the  Company.

*Cash and                                                      Cash Equivalents :*For     purposes       of the Statement of Cash Flows, the Company                 considers      all highly                            liquid   debt     instrumentspurchased      with a maturity             of   three       months or less   to  be  cash   equivalents. From     time    to  time     the      Company  maintains    cash  balances   in  excess    of  the  FDIC limits.     The     cash    balance  at September   30, 2006  amounted      to $61,363.

*Short-term Investments                                                      :*Investments       are comprised of marketable securities         in the         formof mutual      funds.                       Marketable         securities    are classified   as   available-for-sale                   and    arerecorded at their fair       market value. Unrealized        gains      or  losses       resulting    from changes in  fair   value       are    recorded  as   a component      of  comprehensive     income  (loss).

*Accounts Receivable                                                      :*The     Company     establishes an allowance for doubtful accounts                 based   upon factors      surrounding    the credit risk of   specific     customers,            historical    trends and  other information.

*Inventories :*Inventories       are valued at the lower of cost (first-in,         first-out)    or   market   and consist      of:**2006****2005**Raw materials and                                        component parts $2,392,394$2,412,831Work-in-process 648,607499,318Finished products 722,073772,480$3,763,074$3,684,629

*Property,                                                      Plant and Equipment:*Property,   plant                        and equipment         are carried at cost.   Maintenance              and    repair       costs             are   expensed    as incurred.  Additions      and betterments             are capitalized.        The  depreciation    policy    of the Company          is   generally            as  follows:

 
**Class ****Method ****Estimated Useful Lives **Buildings Straight-line 10 to 40 years Machinery and equipment Straight-line 3 to 10 years Tools and dies Straight-line 3 years 

Depreciation,          including depreciation on capitalized         leases,         amounted     to   $237,291(2006),                              $267,180 (2005), and  $280,552      (2004).

*Valuation                                                      of Long-Lived Assets :*Long-lived      assets such as property, plant and equipment         and software    are    reviewed for impairment whenever        events       or  changes   in circumstances          indicate                        that    the carrying   amount       may   not   be recoverable.     If   the    total         of     the expected  future    undiscounted        cash   flows  is     less  than    the    carrying     amount  of the  asset,   a loss   is    recognized       for   the difference      between   the   fair  value   and carrying    value     of the   asset.

*Shipping and Handling                                                      Costs :*Shipping  and                        handling costs are         classified as cost    of   product          sold.

*Advertising Costs                                                      :*Advertising       costs are expensed as incurred and amounted         to $60,327 (2006),    $159,626          (2005) and $153,194 (2004).

*Income                                                      Taxes :*The     Company     records income taxes under the provisions         of Financial Accounting        Standards      Board Statement No. 109,    "Accounting     for Income   Taxes."

*Income                                                      per Common Share :*Income         per     common share information is computed on the         weighted average       number     of shares   outstanding during      each   periodas disclosed            in note 9.

*Adoption                                                  of New Accounting Standards        :*In November 2004,   theFinancial         Accounting Standards Board issued SFAS         No. 151,Inventory         Costs. SFAS    No.    151 clarifies the  accounting   for abnormal     amounts   of  idle facility    expense,    freight, handling     costs,                  and wasted material     (spoilage). The    adoptionof the   provisions           of  SFAS  No. 151  effective October     1,                2005 did not have a  significant   impact on the Company's operations.

In December 2004,  the Financial      Accounting                                 Standards Board issued SFAS No. 123(r), Shared          Based      Payment.     SFAS     No.    123(r)   is a revision of  FASB     Statement        No. 123, Accounting    for   Stock-Based Compensation         and supercedes            APB Opinion No. 25, Accounting  for Stock      issued   to Employees,         and  its related implementation  guidance.        This Statement    establishes        standards  for theaccounting   for   transactions    in which an   entity          exchanges its equity     instruments     for goods or services.    The    Company       will adopt  this  pronouncement      effective October 1, 2006  and does     not  expect  a significant   impact on the   Company's  operations.

     In July                                                  2006, the Financial  Accounting          Standards        Board      issued       Interpretation      No.       48, Accounting        for Uncertainty in Income Taxes. The Interpretation        prescribes a recognition        threshold and measurement attribute  for    the  financial statement recognition        and measurement of a tax  position     taken or expected to be taken in a  tax    return. The Interpretation also provides guidance                  on derecognition, classification, interest and penalties,  accounting           in   interim  periods, disclosure and transition. The    Company will     adopt     the   provisions  of Interpretation           No.    48 effective October                  1,  2007.  The Company does not anticipate              any material impact to its financial     condition or results  of   operations         due to the adoption of Interpretation           No.    48.

In September                  2006,the Financial     Accounting                                   Standards Board issued SFAS No. 157,Fair Value Measurements.                   SFAS No. 157 defines fair value, establishes a framework  for    measuring          fair  value in generally accepted accountingprinciples       and expands    disclosure       about fair value measurements.The Company       will                   adopt this pronouncement     effective               October 1, 2008. The Company does not anticipateany material impact to its financial     condition or results of operationsdue to the adoption of SFAS No. 157.

**3. SHORT-TERM INVESTMENTS AND COMPREHENSIVE INCOME**

Short-term                                       investments are as follows:**2006****2005****COST****MARKET****COST****MARKET**Mutual funds$689,829$848,698$1,818,032$2,148,170Less Cost689,8291,818,032Gross unrealizedgains on short-term investments158,869330,138Deferred income taxes54,000112,000Accumulated comprehensive                                     income (net of            tax)$104,869$218,138Gains         (Losses):Gross    unrealized gains$158,869$330,138Gross         unrealized     losses--$158,869$330,138

The following                                         table              sets forth the computation            of   comprehensive              income.

|                                                                                                                                             | **2006**  | **2005**     | **2004**               |
|---------------------------------------------------------------------------------------------------------------------------------------------|-----------|--------------|------------------------|
|                                                                                                                                             |           |
| **Net Income (Loss)  **                                                                                                           | $803,613  | $(1,573,772) | $659,770               |
| Unrealized gain on                       investments (net of tax)      of $15,758 in 2006, $101,189   in   2005   and $17,959 in 2004  | 30,590    | 196,426      | 34,863                 |
|                                                                                                                                             |           |              |                        |
| Reclassification adjustment for gain included in net earnings           (net of tax) of $74,109 in 2006, $6,775 in 2005                     | (143,859) | (13,151)     | -                      |
|                                                                                                                                             |           |
| **Comprehensive Income                           (Loss) **                                                                             | $690,344  | $(1,390,497) | $694,633               |
|                                                                                                                                             |           |
|                                                                                                                                             |           |              |                        |
| **Gains (Losses): **                                                                                                                   |           |              |                        |
| Gross realized gains                                                                                                                   | $202,014  | $90,788      | $     - |
| Gross              realized losses                                                                                                          | -         | -            | -                      |
|                                                                                                                                             |

**4. SHORT-TERM FINANCING**

On March 27, 2006,                  the Company entered into a new credit agreement witha  new    financial          lender           that     provides       for       a  secured     revolving     credit      facility     of                    $2,500,000     with     interest               generally      equal        to   two and one half percent per annum    plus one  month    LIBOR. The   agreement was to expire          in  February              2007    butwas   modified on September         25, 2006 to extend the maturity date toFebruary   2008.    The agreement        is secured    by the   Company's     investments,          accounts               receivable,     inventory,        equipment        and    general       intangibles.      The credit                             agreementcontains                                    affirmative         covenant      requirements,             tested       on   an   annual     basis,     that require the      Company          to maintain       a  tangible        net  worthof  $8,000,000       and      a  pre-tax  interest        coverage  ratio   of  not less  than    3.0    to  1.0. In addition, a borrowing                                         base addendum generally allows for  borrowing          based      on   an   amount        equal      to   eighty  five percent       of   eligible    receivables,        plus an   amount     equal   to    the    lesser   of either    forty percent    of   eligible  inventory   or   $1,000,000.     The    revolvingcredit facility        is subject    to a      review by the   Company's             lender in 2008. The   Company had                                 outstanding borrowings  of $1,348,000 under      this     loan      facility    at     September       30, 2006.The Company had $800,000of outstanding borrowings under its previous credit facility at September       30,   2005.The Company  is incompliance      with  its loan   covenants. Selected details                              of short-term borrowings are     as follows: 

**Amount****Weighted AverageInterest       Rate**Balance at September                               30, 2006 $1,348,0007.82% Average during 2006 $836,0007.47% Maximum during 2006                               (month end) $1,500,0007.89% Balance       at September                  30,                 2005$800,0006.75%Average       during 2005$342,0006.18%Maximum       during 2005                  (month                 end)$800,0006.75%

**5. LEASES**

*Operating*:The     Company     leases a facility and certain equipment under         operating    leases        expiring  through September 2009.

The Company's                                                      minimum commitmentsunder      operating          leases       are    as   follows:

 2007$25,225200820,590200910,9722010-**Total **$56,787

Rental expense                                                      under these commitments    was    $33,107 (2006), $38,735(2005) and  $39,524        (2004).

A facility                                                      held under a capital lease      has    a  net    book     value      of   $0   at   September         30,      2006.      Future    minimum     lease payments       which   extend     through 2061         are    immaterial.

**6. STOCK OPTIONS**

Under the                                                      Company's Key Employees    Stock      Option       Plans      (collectively              the    "Employee             Plans")      the Compensation      Committee  of   the    Board       of  Directors   has     the    authority     to  grant options to   Key     Employees      to purchase     up  to 47,200   Class A shares,                      net    of granted   options.    The options are exercisable            for    up  to 10 years.       Incentive    stock options     are   available           at   an exercise      price   of not less      than    market price      on     the  date  the option   is  granted.    However,       options available             to  an individual    owning more  than  10%  of the      Company's     Class     A shares    at   the time  ofgrant    must  be at a price    not    less   than   110% of  the market   price.        Non-qualified    stock  options       may be  issued   atsuch exercise     price   and on such  other   terms   and  conditions as  the Compensation         Committee    may determine.    No  options may  be granted   at a  price less than     $2.925.    Non-cash     compensation     expense   related     to stock option plans  was    $0   for  fiscalyears  ended    September        30, 2006, 2005  and 2004. All    options    granted   under the   Employee   Plans   are   exercisable at    September   30,  2006.

The Company's                                                      Outside Directors Stock    Option       Plans      (collectively              the    "Directors         Plans")              provide    for the automatic         grant   of options   to   purchase           up   to  48,000  shares      (less                  45,000options   which were                                       either canceled,  expired   or unissued)         of     Class      A  common         stock      over  a three year period  to members                         of the Board    of   Directors        who  are  not   employees          of   the    Company,  at the   fair  market   value   on  the  date      of   grant.   All  options  granted  under the   Directors     Plans   become         fully  exercisable   on  February 23, 2009.

Transactions involving                                                      the plans are summarized     as   follows:**Weighted Average ****Exercise ****Weighted Average ****Exercise ****Weighted Average ****Exercise ****2006 ****Price ****2005 ****Price ****2004 ****Price ****Option Shares ****Employee Plans: **Outstanding October                                        1, 125,000$6.25125,000$6.25129,900$6.38  Granted ------ Canceled (7,550)16.33--(4,900)9.71Exercised       --      --       -Outstanding       September                           30, 2006($3.13 to $10.75 per share) 117,4505.60125,0006.25125,0006.25Exercisable September                                        30, 117,4505.60125,0006.25125,0006.25**Director Plans: **Outstanding October                                        1, 45,000$7.1545,000$8.4439,000$8.62Granted 6,0005.256,0006.456,0007.25Canceled (3,000)18.00(6,000)16.13--Exercised       --      --      --Outstanding September                                        30, 2006 ($3.55 to $12.25 per share) 48,0007.4545,0007.1545,0008.44Exercisable September                                        30, 36,0006.3633,0007.5233,3339.52

The following isa summary of the range of exercise prices for stock options outstanding and                                                      exercisable under the  Employee         Plans      and    the    Directors          Plans at    September              30,    2006.                                                                                **Employee Plans****Outstanding**** Stock****Options****Exercisable****Weighted****Average****Exercise Price****Weighted****Average****Remaining****Life**Range of exercisePrices:$3.13 - 5.0079,750$3.784.1$7.13 - 10.7537,700$9.451.2117,450$5.60

| **Directors Plans**      | **Outstanding****Stock****Options** | **Weighted****Average****Exercise Price** | **Weighted****Average****Remaining****Life** | **Number of****Stock****Options****Exercisable** | **Weighted****Average****Exercise****Price** |
|--------------------------|-------------------------------------|-------------------------------------------|----------------------------------------------|--------------------------------------------------|----------------------------------------------|
|                          |
| Range of exerciseprices: |                                     |                                           |                                              |                                                  |                                              |
| $3.55 - 5.25             | 22,000                              | $4.21                                     | 5.6                                          | 16,000                                           | $3.81                                        |
| $6.45 - 8.50             | 23,000                              | $7.46                                     | 4.3                                          | 17,000                                           | $7.72                                        |
| $12.25              | 3,000                               | $12.25                                    | 1.5                                          | 3,000                                            | $12.25                                       |
|                          |                                     |                                           |                                              |                                                  |                                              |
|                          | 48,000                              | $6.27                                     |                                              | 36,000                                           | $6.36                                        |

The     Company has                  adopted                                the disclosure only    provisions             of SFAS 123,  which      allows       a  company         to   continue            to measure compensation      costs  for those     plans  using     the       intrinsic   value-based    methodof  accounting   prescribed          by     APB  Opinion    No. 25, Accounting     for Stock     Issued    to Employees.              The Company  has elected   to  follow     APB  Opinion     No.   25     and   related    interpretations    in accounting          for  its stock   options        for both  employees    and non-employee      Directors.      Compensation       costs   forstock      based awards    is measured  by  the    excess,   if   any,of the fair       market value  price at  the  grant   date of the  underlying       stock   over the   amount   the individual is   required   to payfor exercising            the stock based   award. Compensation      costfor   fixed  based    awards      are   measured      at  the grant  date,and the Company      uses  the   Black-Scholes      option pricingmodel to determine  the   fair value     estimates        for   disclosure  purposes.       The Black-Scholes    option    pricing      model  requires   the use of   subjective      assumptions    which   can    materially    affect the     fair value  estimates.  As  a   result,    managementbelieves    that    the Black-Scholes      model may  not  necessarily        provide a reliable    single  measure  of the    fair  value  of the  Company's    stock   options.    The following  weighted-averageassumptions    were  used  in the  option     pricing       model for  2006, 2005  and   2004  respectively:          a risk free   interest     rate  of 6.0%,     4.9% and 4.0%;                  an expected  life  of 8, 8 and 6 years; an expected dividend         yield       of  0.0%,     0.0% and 0.0%;                   and a volatility    factor of .35, .41 and .44. Hadcompensation               cost for fixed  price      stock   optionsgranted    in  2006,      2005     and     2004 been determined      usingthe fair value  method,      pro  forma      net income (loss)    and earnings    (loss)  per    share      would    have    been  as follows:**2006****2005****2004**Net Income (Loss) - as reported$803,613$(1,573,772)$659,770Deduct: Total stock                                     based employee and Director  compensation             expense      determined           under      fair    value      based        method   for all awards,   net of related    tax    effects12,04711,74710,517- pro forma $791,566$(1,585,519)$649,253Basic Income (Loss)                                     per share- as reported$.66$(1.30)$.54Diluted Income (Loss)                                     per share- as reported$.64$(1.30)$.53Basic Income (Loss)                                       per share - pro forma $.65$(1.31)$.53Diluted Income (Loss)                                       per share- pro forma $.64$(1.31)$.52

The effects                                       of applying FAS No. 123 in this pro forma      disclosure           are    not    necessarily            indicative  of   future  amounts.

The    Company will               adopt                                the provisions of the Financial           Accounting                Standards        Board SFAS No. 123(r),    Share      Based  Payments   in   the    first      quarter of fiscal 2007.    SFAS   No.   123(r) is  a revision           of  FASBStatement     No.  123,  Accounting       for Stock Based  Compensation    and    supercedes    APB    Opinion    No.  25. The Company  has not yet                   determined the adoption    method but does not expectthe    adoption     of   the    pronouncement   to have a significant  impact on    the Company's     results   of   operations    or financial  position.

**7. CAPITAL STOCK, TREASURY STOCK, AND CONTRIBUTED CAPITAL**

Unissued sharesof Class A common stock (620,316 and 624,866                    shares  in 2006  and 2005 respectively) are reservedfor    the    share-for-share             conversion  rights of the ClassB common    stock    and stock options    under      the   Employee Plans and the Directors     Plans  (see note 6). The   Class  A  shares    haveone vote per  share     and the  Class B shares have   three  votes  pershare,   except under  certain   circumstances  such             as voting on voluntary   liquidation,  sale  of  substantially   all the    assets,       etc. Dividends   up to  $.10  per year,  noncumulative,     must be  paid on Class      A shares    before  any dividends   are paid   on Class B shares.

During June                                                    2004, the Company purchased      and    retired          2,296      Class      A  shares     from two       retired       employees         for $5.75,     the  closing   price     of the    shares    on   the  date       of purchase.   Inaddition,  the      Company   purchased       shares   in   conjunction   with a  tender    offer (see note  12).

**8. INCOME TAXES**

A reconciliationof the provision (recovery) of income taxes to the statutory Federal income               tax rate is as follows:**2006****2005****2004**Income (Loss) Before                                        Provision for Income Taxes $1,077,113$(2,486,072)$842,870Statutory rate 34%34%34%366,218(845,264)286,576Surtax Savings ---State and local taxes      - net ---Permanent differences 9,9009,80010,700Research and development         credit - net (93,400)(103,800)(101,200)Expiration       of contribution                                  carryforward-49,000-Other (9,218)(22,036)(12,976)$273,500$(912,300)$183,100                                    Deferred    tax assets                                          (liabilities)         consist of  the      following:

**2006****2005****Current: **Inventories $245,400$144,500Bad debts25,50017,000Unrealized gains on short-term investments(54,000)(112,000)Accrued liabilities 226,20092,600Prepaid expense (20,700)(14,000)Net operating       loss           carryforward102,000754,500Total       current deferred   income taxes524,400882,600**Noncurrent: **Depreciation and amortization 239,900266,300Research and development                                       and other credit               carryforwards 1,251,3001,082,800Net operating loss                                        carryforward82,200-Contribution carryforward -52,600Totallong-term deferred                           income taxes1,573,4001,401,700**   Total **$2,097,800$2,284,300

The Company      has available a net operating loss   carryforward of approximately   $537,000         and a contribution                    carryforward     of approximately $-0-.     The net  operating                            loss and research and development    credit carryforwards               will         begin to   expire in 2015.

The Company's ability                                                      to realize the entire  benefit        of   its    deferred         tax    assets       requires         that         the     Company    achieve   certain      future earning    levels       prior  to   the    expiration        of  itsnet  operating    loss           and  research     and   development    credit     carryforwards.       The Company      could     be required     torecord    a valuation  allowance          for  a portion       or all ofits deferred      tax assets    if market   conditions     deteriorate         and future earnings     are    below,   or projected    to bebelow,     its current     estimates.         Because of  the uncertainties involved with this significant estimate,       it  is reasonably  possiblethat the  Company's estimate may change in   the   near  term.

**9. EARNINGS PER COMMON SHARE**

The following table                                                      sets forth the computation       of   basic      and    diluted        earnings         per    share.**2006****2005****2004****Basic Income (Loss)                                        Per Share **Income (Loss) available                                        to common stockholders $803,613$(1,573,772)$659,770Shares denominator 1,211,2451,211,6191,218,913Per share amount $.66$(1.30)$.54**Effect of Dilutive                                         Securities **Average shares outstanding 1,211,2451,211,6291,218,913Stock options 34,937-31,5061,246,1821,211,6291,250,419**Diluted Income (Loss)                                        Per Share **Income (Loss) available                                        to common stockholders $803,613$(1,573,772)$659,770Per share amount $.64$(1.30)$.53

**10. EMPLOYEE BENEFIT PLANS**

The Company                                                  has a formula basedprofit       sharing        bonus   plan     for    officers         and  key    employees.              For fiscal  year ended September 30, 2005,the formula  produced    no  bonus    distribution.In  addition    the               Board of Directors   approved additional      bonus plans for       fiscal        years ended September 30, 2006 and 2004. The   bonus  distribution             was determined     by the  Compensation     Committee       of the     Board        of Directors.       For fiscal  years ended   September   30,    2006 and    2004, bonus       expense amounted to   approximately       $575,000  and   $384,000 respectively.

The   Companyhas a 401(k) Savings and Retirement Plan covering       all full-time   employees.                                            Company contributions to theplan,      including                matching         of   employee   contributions,         are    at   the    Company's    discretion.           For fiscal       years    ended     September    30, 2006,  2005 and    2004,     the      Company          made   no  matching contributions      to the  plan.

The Company               terminated its deferred compensation plan during    2006 which    permitted          selected         management           and    highly            compensated           employees      to make tax    deferred  contributions             in    the     form  of salary       reductions.  For  fiscal        years   ended     September        30,   2006,  2005and  2004, approximately        $-0-,     $7,500  and    $12,000     respectively,    were allocated  by   the participants       to   this plan   and    is included  in "Accrued    Payroll   and Related    Expenses."       The funds were distributed to  the plan participants in  February  2006.The     Companydoes not  provide      any other  post    retirement   benefits    to  its            employees.

**11. SEGMENT AND RELATED INFORMATION**

The Company                                       adopted SFAS No. 131, Disclosures about      Segments         of   an   Enterprise                    and   Related    Information,     which       changes     the way the Company       reports                the      information         about     itsoperating segments.

The Company's                                                      four business unitshave     a  common       management           team     and    infrastructure.               The       indicators  and    gauges     unit   has  different      technologies    and     customers          than   the  other   business      units.   Therefore,    the   business    units    have   been     aggregated          into  two reportable        segments:  1.) indicators        and gauges       and    2.) automotive      related  diagnostic    tools and   equipment.         The Company's       management        evaluates segment   performance     based primarily     on operating      earnings before       taxes.    Non-operating     items   such as   interest     income  and   interest    expense     are    included     in general  corporate     expenses.   Depreciation      expense      on assets     used in manufacturing     are  considered    part  of each      segment's       operating   performance.      Depreciation      expense        on non-manufacturing          assets      are   included in general   corporate    expenses.

*Indicators                                                      and Gauges*

This segment                                                      consists of products manufactured             and    sold     primarily          to   companies          in   the       aircraft      and locomotive     industry.      Within     the   aircraft       market,        the  primary    customers  are those   companies       that     manufacture       or service        business  and  pleasure       aircraft.      Within   the    locomotive  market,  indicators         and gauges    are sold to    both     original equipment   manufacturers      and   to   operators       of railroad         equipment.

*Automotive                                                      Diagnostic Tools and Equipment*

This segment consists                                                      primarily of products  designed         and    manufactured             to   support        the    testing         or   servicing  of automotive          systems      using  electronic           means     to measure      vehicle          parameters.      These  products        are  sold      to OEM's    and to the   aftermarket            using          several brand names  and     a variety   of  distribution         methods.        Included        in   this   segment  are  products    used for    state      required  testing      of vehicle     emissions.         Also included     in this   segment are   fastening     controlproducts         used   primarily              by   large manufacturers  to  monitor       and control  the "nut        running    process" (the  controlled      tightening     of threaded     fasteners)   in assembly  plants.   This   equipment  provides   high        quality joint   control and    documentation.

*Information                                                      by industry segmentis   set    forth      below:***Years Ended September                                      30, ****2006****2005****2004****Net Sales **  Indicators and Gauges  $2,024,122 $1,875,286 $1,638,952Automotive Diagnostic                                     Tools and Equipment 13,853,5977,795,40814,082,086 $15,877,719 $9,670,694 $15,721,038**Income (Loss) Before                                      Provision    for Income Taxes **Indicators and Gauges  $356,615 $(4,735) $328,547Automotive Diagnostic      Tools and Equipment 2,448,525(1,089,842)2,490,391General Corporate  Expenses (1,728,027)(1,391,495)(1,976,068) $1,077,113 $(2,486,072) $842,870

*Asset Information                                                      :***Years Ended September                                      30, ****2006****2005****Identifiable Assets ** Indicators and Gauges  $898,811 $742,380Automotive Diagnostic                                     Tools and Equipment 7,227,3313,960,603Corporate3,981,0965,669,706 $12,107,238 $10,372,689

*Geographical                                                      Information :*

Included inthe consolidated financial statements are the following amounts related togeographic locations:**Years Ended September                                      30, ****2006****2005****2004****Revenue: **United States of America $14,518,239$9,348,925$15,317,947Canada 684,225245,988240,735Germany617,85712,24016,888Other foreign countries 57,39863,541145,468$15,877,719$9,670,694$15,721,038

All export                                                      sales to Canada, Germany     and    other  foreign    countries          are    made     in   United         States         of   America   Dollars.

**12. TENDER OFFER**

On August                                                      11, 2004, the Company  filed      a  Schedule         13E-3with the Securities and Exchange            Commission in connection witha Tender Offer to purchase for   cash     all     Class      A common shares,$1 par value, held by holders of 99     or fewer     shares as   of  theclose of business on August 2, 2004. The    purpose of   the  tender offerwas generally to reduce the number of shareholders     of record    to fewerthan 300 to allow the Company to terminate its reporting     obligations   under the Securities Exchange Act of 1934. The Company paid    $10 per  Class     A common share properly tendered by eligible   shareholders.     The offer    expired on December 15, 2004.

The Board of Directors    and management pursued this offerunder      the    belief       that     the    Company        derives       little           benefit          from        the       status   of being a  public            company.      In   addition,       the      costs  associated             with certain             provisions     of the    Sarbanes-Oxley               Act,    which      are   required         to  be in   place       in fiscal        2008 and 2009  become                                     even more significant  given   our size      and       the    relative           benefits      we    can derivefrom    being   public.           Although                                       well   intended,            Sarbanes-Oxley      compliance           could      mean      significant          increases           for the Company     in  annual  accounting,                legal  and      insurance   costs for    remaining  public  and    could     significantly               affect the    size  of the  Board  of Directors         and    the     time management          will be able to    devote   to   operating      the   business. 

**13. QUARTERLY DATA (UNAUDITED)** 

**First****Second****Third****Fourth****Net Sales **2006 $2,703,224$3,613,401$4,221,159$5,339,9352005 2,064,8912,842,0812,761,1222,002,6002004 3,570,4095,871,6433,788,5282,490,458**Gross Profit **2006 1,227,9511,316,0352,000,2992,547,2752005 717,0761,258,8851,115,843545,4602004 1,722,2792,868,6911,880,3961,200,177**Net Income (Loss) **2006 104,503(105,972)293,975511,1072005 (483,758)(255,610)(342,537)(491,867)2004 172,010451,37887,877(51,495)**Net Income (Loss)                                                per Common Share ****Basic **2006 .09(.09).24.422005 (.40)(.21)(.28)(.41)2004 .14.37.07(.04)**Diluted **2006 .08(.09).24.412005 (.40)(.21)(.28)(.41)2004  .14.36.07(.04)

****

**SELECTED     FINANCIAL      DATA**

**
**FOR                                                      THE YEARS ENDED SEPTEMBER      30**
**
|                                                                        | **2006**                                                  | **2005** | **2004** | **2003** | **2002** |
|------------------------------------------------------------------------|-----------------------------------------------------------|----------|----------|----------|----------|
|                                                                        |                                                           |
|                                                                        | (In Thousands of Dollars, except per share amounts)  |
|                                                                        |                                                           |          |          |          |          |
| Net Sales                                                         | $                                                    | 15,878   | $   | 9,671    | $   | 15,721 | $  | 11,038 | $  | 12,392 |
|                                                                        |                                                           |          |          |          |          |
| Net Income (Loss)                                                 | $                                                    | 804      | $   | (1,574)  | $   | 660 | $  | (1,773) | $  | 244 |
|                                                                        |                                                           |          |          |          |          |
| Working Capital                                                   | $                                                    | 6,790    | $   | 6,127    | $   | 7,654 | $  | 6,611 | $  | 7,720 |
|                                                                        |                                                           |          |          |          |          |
| Total Assets                                                      | $                                                    | 12,107   | $   | 10,373   | $   | 11,715 | $  | 10,380 | $  | 12,303 |
|                                                                        |                                                           |          |          |          |          |
| Long-term Debt                                                    | $                                                    | -0-      | $   | -0-      | $   | -0- | $  | -0- | $  | -0- |
|                                                                        |                                                           |          |          |          |          |
| Total Stockholders'                                      Equity   | $                                                    | 9,256    | $   | 8,565    | $   | 10,106 | $  | 9,458 | $  | 11,231 |
|                                                                        |                                                           |          |          |          |          |
| Net Income (Loss)                                      Per Share  | $                                                    | .66      | $   | (1.30)   | $   | .54 | $  | (1.45) | $  | .20 |
|                                                                        |                                                           |          |          |          |          |
| Dividends Declared                                                |                                                           |          |          |          |          |
|                                                                        |                                                           |          |          |          |          |
| Per Share:                                                        |                                                           |          |          |          |          |
|                                                                        |                                                           |          |          |          |          |
| Class A                                                           | $                                                    | -0-      | $   | .10      | $   | -0- | $  | -0- | $  | -0- |
|                                                                        |                                                           |          |          |          |          |
| Class B                                                           | $                                                    | -0-      | $   | .10      | $   | -0- | $  | -0- | $  | -0- |
|                                                                        |                                                           |          |          |          |          |
| Stockholders' Equity                                              |                                                           |          |          |          |          |
|                                                                        |                                                           |          |          |          |          |
| Per Share:                                                        | $                                                    | 7.64     | $   | 7.07     | $   | 8.30 | $  | 7.75 | $  | 9.21 |
|                                                                        |                                                           |          |          |          |          |
| Return on Sales                                                   | 5.1%                                                      | (16.3%)  | 4.2%     | (16.1%)  | 2.0%     |
|                                                                        |                                                           |          |          |          |          |
| Return on Assets                                                  | 7.2%                                                      | (14.3%)  | 6.0%     | (15.6%)  | 2.0%     |
|                                                                        |                                                           |          |          |          |          |
| Return on Equity                                                  | 9.0%                                                      | (16.9%)  | 6.7%     | (17.1%)  | 2.2%     |
|                                                                        |                                                           |          |          |          |          |
| Closing Stock Price                                               | $                                                    | 5.90     | $   | 4.80     | $   | 5.30 | $  | 4.10 | $  | 4.71 |
|                                                                        |                                                           |          |          |          |          |

**ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING                                                      AND FINANCIAL DISCLOSURE**

Not Applicable.                                    **ITEM 8A. CONTROLS                                         AND PROCEDURES**

As of September 30,                                                      2006, an evaluationwas    performed,           under      the    supervision            and   with        the    participation             of   the Company's    management,       including       the  Company's              Chief      ExecutiveOfficer         along    with   the Company's          Senior Vice    President, Finance      and    Chief    Financial   Officer,             of   the effectiveness          of the design and   operation       of     the Company's    disclosure         controls   and procedures.  Based         upon  that  evaluation,     the  Company's   management,      including      the    Chief   Executive     Officer    along with the  Company's Senior Vice          President,      Finance  and  Chief   Financial Officer,    concluded       that  the    Company's     disclosure       controls    and procedures   wereeffective        as of September       30,   2006 in  ensuring     that  information       required   to be disclosed    by  the   Company in thereports      it    files    and submits  under the Exchange      Act    (1)isrecorded, processed,        summarized          and reported,   withinthe   time periods     specified     in  the  Commission's   rules     and forms, and (2) is accumulated and communicated to the Company's management,including its principal executive and principal financial officer, as appropriateto allow timely decisions regarding required disclosure.   There were nochanges in the  Company's   internal      controls    over financial   reportingduring the fourth fiscal quarter ended September 30, 2006 that have materiallyaffected, or are reasonably likely to materially affect the Company's internalcontrol over financial reporting.

**ITEM 8B.****OTHER INFORMATION**

----

**
**PART III**
**

**ITEM                                                      9. DIRECTORS, EXECUTIVE    OFFICERS,          PROMOTERS AND        CONTROL        PERSONS;     COMPLIANCE          WITH SECTION 16(a)   OF   THE  EXCHANGE      ACT**

The information                                                      required by this Item  9as to the Directors of the Company  is incorporated                                                   herein by reference to the    information            set    forth      under  the    caption        "Information        Concerning        Nominees for  Directors"      in   the  Company's        definitive   ProxyStatement        for the Annual     Meeting    of   Shareholders      to be  held on   February      21, 2007,   since       such Proxy    Statement    will   be   filed  with the     Securities    and Exchange      Commission      not  later  than 120   days   after the     end of the Company's fiscal       year      pursuant  to  Regulation         14A. Informationrequired  by    this  Item   9 as to the Executive                                   Officers  of the Company      is   included    in   Part     I of this     Annual     Report       on   Form   10-KSB.Information required by this Item as to the Audit Committee, the Audit Committeefinancial expert, the procedures for recommending nominees to the Board ofDirectors and compliance with Section 16(a) of the Exchange Act is incorporatedherein by reference to the information set forth under the captions "InformationRegarding Meetings and Committees of the Board of Directors" and "Section16(a)Beneficial Ownership Compliance" in the Company's definitive Proxy Statementfor the Annual Meeting of Shareholders to be held on February 21, 2007. 

The Company has                                     historically                  operated  under      informal         ethical        guidelines,      under which the       Company's           principal   executive,     financial, and accounting    officers,            are held     accountable. In accordance      with these  guidelines,          the    Company  hasalways         promoted    honest,       ethical  and    lawful   conduct    throughout     the    organization         and   has  adopted   a written  Code      of Ethics for the Chief Executive                         Officer and Chief Financial Officer.In addition, the  Company adopted and the Board of Directors approved a written  Code ofBusiness Conduct for all officers and employees. The Company also implementeda system to address the "Whistle Blower" provision of the Sarbanes-OxleyAct of 2002.

**ITEM 10. EXECUTIVE COMPENSATION**

The information                                                      required by this Item  10   is   incorporated             by   reference          to   the    information                  set  forth      under     the   caption "Executive     Compensation"          in the   Company's            definitive Proxy    Statement         for  the Annual     Meeting      of Shareholders   to     be held on February              21,  2007, since    such  Proxy   Statement      will be   filed     with  the    Securities   and    Exchange    Commission       not later than     120  days  after      the end of the Company's      fiscal   year    pursuant   to Regulation    14A.

**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                                      AND RELATED STOCKHOLDER    MATTERS**

Equity                                                      Compensation Plan Information

The following table                                                      provides information as   of   September          30,    2006     with     respect        to  compensation                 plans     (including     individualcompensation       arrangements)              under    which     Common       Stock      of the Company  is     authorized   for  issuance under  compensation        plans      previously         approved     andnot previously        approved by shareholders         of the   Company.(a) (b) (c) Plan category Number of securities                                     to be issued upon exercise  of   outstanding                options,     warrants         and    rights Weighted averageexercise price of outstanding options, warrants                 and rights Number of securities                                     remaining available            for future     issuance         under      equity       compensation             plans         (excluding       securities   reflected in column      (a)) 

________________________________________________________________________________Equity compensation                                        plans approved by security        holders 153,450 $5.78 47,200 Equity compensation                                        plans not approved by   security         holders    -   -    -                                                                                               Total             153,450         47,200

Other information                                                      required by this Item  11 is incorporated by reference to the information set forth under  the captions "Principal Shareholders"                  and "Share Ownership of  Directors          and    Officers"           in   the    Company's          definitive            ProxyStatement    for    the    Annual   Meeting     of Shareholders       to   be held on   February        21, 2007,   since such    Proxy      Statement    will       be   filed with  the     Securities  and Exchange          Commission not   later  than     120  days  after    theend  of the    Company's        fiscal   year pursuant  to Regulation    14A.

**ITEM 12. CERTAIN RELATIONSHIPS                                                      AND RELATED TRANSACTIONS**

The information                                           required by this Item 12 is incorporated                     by   reference  to the    information            setforth      under      the      caption           "Transactions  with Management"     in the    Company's                definitive         Proxy  Statement   for the Annual   Meeting      of   Shareholders       to    be     held  on  February  21,   2007, since     such  Proxy     Statement     will be      filed      with   the  Securities      and Exchange Commissionnot     later than 120    days after     the    end of the Company's  fiscal  year       pursuant   to  Regulation       14A.

****

**ITEM 13. EXHIBITS**

(a) (1)                          FINANCIAL                             STATEMENTS

The following Consolidated                                                      Financial Statements of   the    Registrant           and    its    subsidiariesare     included            in   Part II, Item 7:**PAGE **Report of Independent                                       RegisteredPublic Accounting         FirmF-1Consolidated Balance   Sheet - As of September         30,    2006     and    2005F-2Consolidated Statement     of Income - Years Ended         September          30,    2006, 2005  and 2004F-4Consolidated Statement     of Stockholders' Equity         and    Comprehensive              Income   - Years    Ended September 30,  2006,    2005      and      2004F-5Consolidated Statement     of Cash Flows - Years         Ended      September          30,    2006,   2005 and    2004F-6Notes to Consolidated    Financial StatementsF-8

(a) (2)                          FINANCIAL                             STATEMENT       SCHEDULES

The following                                                      Consolidated Financial   Statement          Schedules          of   the    Registrantand      its    subsidiaries            are    included       in  Item 13hereof.

SEQUENTIAL PAGE                                        Report of Independent                                       RegisteredPublic Accounting         Firm as to Schedules Schedule VIII-Valuation      and Qualifying Accounts Schedule IX-Short-term     Borrowings 

All other                                                      schedules for whichprovision          is   made     in   the    applicable           accounting          regulation               of   the  Securities    and Exchange   Commission        are  not       required         under the  related      instructions         or  are inapplicable,            and  therefore   have    been omitted.

(a) (3)                          EXHIBITS

Reference                                                      is made to the Exhibit   Index      set    forth      herein.

**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**

The information                                                      required by this Item  14   is   incorporated             by   reference          to   the    information                  set  forth      under     the   caption "Independent       Public    Accountants"     in    the  Company's              definitive    Proxy    Statement      for     the   Annual Meeting   of    Shareholders     to   be   held     on February         21, 2007,   since such  Proxy Statement      will be filed    with   the    Securities          and Exchange    Commission        not later than 120  days   after   the   end   ofthe Company's     fiscal    year pursuant  to Regulation     14A.

----

**
**SIGNATURES**
**

In accordance withSection 13 or 15(d)   of   the           Exchange         Act,      the Registrant caused this   report      to be   signed    on its     behalf   by   the  undersigned,          thereunto       duly  authorized.                                        HICKOK INCORPORATED                                                                                         
By:                                                      /s/ Robert L. Bauman Robert       L. Bauman Presidentand                       Chief Executive Officer Date: December 21, 2006 

In accordancewith the Exchange Act, this report has                  been signed below by the    following          persons      on   behalf       of   the    Registrant               and      inthe capacities        indicated   and    on   the 21st  day   of   December,         2006:                   

| **SIGNATURE: **        | **TITLE **                                                                     |
|-----------------------------|-------------------------------------------------------------------------------------|
|                             |                                                                                     |
| /s/ Janet H. Slade     | Chairman                                                                       |
| Janet H. Slade         |                                                                                     |
|                             |                                                                                     |
|                             |                                                                                     |
| /s/ Robert L. Bauman   | President and Chief                                     Executive Officer      |
| Robert L. Bauman       | (Principal Executive                                     Officer)              |
|                             |                                                                                     |
|                             |                                                                                     |
| /s/ Gregory M. Zoloty  | Senior Vice President                                     and Chief Financial  |
| Gregory M. Zoloty      | Officer                                                                             |
|                             | (Principal Financial                                     and Accounting Officer)    |
|                             |                                                                                     |
| /s/ T. Harold Hudson   | Director                                                                       |
| T. Harold Hudson       |                                                                                     |
|                             |                                                                                     |
|                             |                                                                                     |
| /s/ James T. Martin    | Director                                                                       |
| James T. Martin        |                                                                                     |
|                             |                                                                                     |
|                             |                                                                                     |
| /s/ Michael L. Miller  | Director                                                                       |
| Michael L. Miller      |                                                                                     |
|                             |                                                                                     |
|                             |                                                                                     |
| /s/ Jim N. Moreland    | Director                                                                       |
| Jim N. Moreland        |                                                                                     |
|                             |                                                                                     |
|                             |                                                                                     |
| /s/ Hugh S. Seaholm         | Director                                                                            |
| Hugh S. Seaholm             |                                                                                     |

----

----

**
**EXHIBIT INDEX**
**
| **EXHIBIT NO.: ** | **DOCUMENT ** |  |
|------------------------|--------------------|--|

| 3(a)   | Articles of Incorporation                                     and Code of Regulations.*                                                                                                                                                                                                                                                                                           |  |
|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 3(b)   | Amendment to Articles                                     of Incorporation (incorporated      herein       by        reference     to   the    Company's Annual         Report            on Form 10-K for the fiscal    year  ended    September       30,       1995,       File No. 0-147).                                                                                    |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(a)(i)    | Promissory Note Modification             Agreement, dated September 25, 2006,  by and between the Company    and    National     City Bank (incorporated herein by  reference to the  appropriate      exhibit   to  the Company's Form 8-K as filed with  the Commission on  September    29,   2006)  effective through February 28, 2008.                                           |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(a)(ii)   | Commercial Note, dated March27, 2006, by and between the Company     and National City Bank (incorporated                    herein by reference to the  appropriate    exhibit tothe    Company's         Form     8-K  as filed with the Commission  on March  31,   2006) effective         through    February  28, 2007.                                                          |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(a)(iii)  | Addendum to Commercial Note,dated March 27, 2006, by and between           the   Company  and National                    City Bank (incorporated herein by reference  to the appropriate           exhibit       to  the Company's Form 8-K as filed with  the Commission        on   March 31,   2006)    effective  through February 28, 2007.                                      |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(a)(iv)   | Borrowing Base Addendum                  to Commercial Note, dated March 27, 2006, by                      and between the Company and National              City Bank (incorporated herein by reference           to the appropriate           exhibit   to the Company's Form 8-K as filed with   the  Commission         on  March 31, 2006)   effective through February 28, 2007. |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(a)(v)    | Business Loan Agreement,                  dated February 28, 2006, by and    between    the Company     and    Huntington        National    Bank(incorporated  herein by                 reference to the appropriate exhibit      to the Company's   Form     8-K   as   filed  with  the Commission on March 6, 2006)     effective      through     April   30, 2006.              |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(a)(vi)   | Change   in Terms Agreement,                   dated February 28, 2006, by and between the Company and    Huntington          National       Bank(incorporated       herein               by reference to the appropriate exhibit   to the Company's  Form     8-K      as   filed with the Commission on March 6, 2006)   effective   through       April 30,     2006.               |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(a)(vii)  | Loan   Agreement,     dated              as of    February 18,2005,    by and between  the Company    and Huntington       National      Bank  (incorporated  herein  by reference   to the appropriate exhibit    to   the    Company's  Quarterly   Report   on Form 10-QSB forthe quarterly     period  ended   March  31, 2005) effective   through September29, 2005.             |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(a)(viii) | Loan      Agreement,     dated              as of September 30,   2005, by and between   the   Company     and Huntington       National      Bank (incorporated herein   by  reference     to the appropriate   exhibit to  the    Company's Annual   Report  on   Form 10-KSB for thefiscal      period  ended September 30, 2005).                                             |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(b)  | Hickok Incorporated                                     1995 Key Employees StockOption       Plan     (incorporated         herein       by   reference      to    the      appropriate     exhibit  to  the Company's    Registration              Statement         on  Form  S-8  as filed with the   Commission  on September                17,    1998).                    |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(c)  | Hickok Incorporated                                     1997 Outside Directors            Stock   Option       Plan     (incorporated         herein       by   reference         to     the  appropriate     exhibit to the Company's         Registration                Statement  on    Form S-8 as filed with the Commission     on  September            17,     1998).     |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(d)  | Hickok Incorporated                                     1997 Key Employees StockOption       Plan     (incorporated         herein       by   reference      to    the      appropriate     exhibit  to  the Company's    Registration              Statement         on  Form  S-8  as filed with the   Commission  on September                17,    1998).                    |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(e)  | Hickok Incorporated                                     2000 Outside Directors            Stock   Option       Plan     (incorporated         herein       by   reference         to     the  appropriate     exhibit to the Company's         Registration                Statement  on    Form S-8 as filed with the Commission     on  June     6,  2001).                     |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(f)  | Hickok Incorporated                                     2000 Key Employees StockOption       Plan     (incorporated         herein       by   reference      to    the      appropriate     exhibit  to  the Company's    Registration              Statement         on  Form  S-8  as filed with the   Commission  on June        6,   2001).                                   |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 10(g)       | Hickok Incorporated                                    2003 Outside         Directors Stock Option Plan   (incorporated                   herein          by   reference    to the appropriate      exhibit      to   the   Company's         Registration            Statement    on  Form  S-8   as   filed    with the Commission     on June 9,  2005).                            |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 11          | Computation of Net                                     Income Per Common Share.                                                                                                                                                                                                                                                                                                   |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 14          | Hickok       Incorporated  Financial                  Code of Ethics for the Chief  Executive     Officer  and Specified     Financial          Officers.                                                                                                                                                                                                                              |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 21          | Subsidiaries of the                                     Registrant.                                                                                                                                                                                                                                                                                                               |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 23          | Consent of Independent  Registered                                             Public Accounting Firm.                                                                                                                                                                                                                                                                            |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 31.1        | Rule 13a-14(a)/15d-14(a)Certification by theChief Executive Officer.                                                                                                                                                                                                                                                                                                                   |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 31.2        | Rule 13a-14(a)/15d-14(a)Certification by theChief Financial Officer.                                                                                                                                                                                                                                                                                                                   |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 32.1        | Certification by theChief Executive Officer pursuant to 18 U.S.C.                 Section 1350,as adopted                       pursuant to  Section        906  of theSarbanes-Oxley   Act   of   2002.                                                                                                                                                                               |  |
|             |                                                                                                                                                                                                                                                                                                                                                                                        |  |
| 32.2        | Certification by theChief Financial Officer pursuant to 18 U.S.C.                 Section 1350,as adopted                       pursuant to  Section        906  of theSarbanes-Oxley   Act   of   2002.                                                                                                                                                                               |  |

*Reference    is                       made to the Company's         basic documents     filed      as Exhibits     3(a)     and    3(b)         to  the Company's     Registration      Statement on   Form  S-1,    dated     September      1,    1959,   as supplemented      by Amendments     1  and  2  thereto,       dated respectively             October       15, 1959,    and   October       19, 1959 (the  October 15, 1959  amendment            containing         an Amendment    to Articles  of Incorporation,   dated  September         29,  1959) and  such   exhibits are  hereby incorporated       by   reference    herein.

----

**
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS TOCONSOLIDATED SCHEDULES**
**

To the Shareholders                                                      and Board of DirectorsHickok         IncorporatedCleveland,      Ohio

We have audited                                                      the consolidated financial       statements           of   HICKOK       INCORPORATED             (the      "Company")        as   of September    30,    2006  and 2005, and for      each    of  the      years     in the three-year      periodended   September     30,  2006,      and have      issued   our report  thereon       dated     November    21,    2006; such     consolidated  financial         statements         and    report     are     included    in Part II, Item 7of this Form 10-KSB. Our audits also included the                                                      consolidated financial   statement          schedules          ("schedules")              ofthe       Company         listedin      item    13.    These   schedules         are  the    responsibility    of the   Company's      management.     Our   responsibility              is to express  an  opinion    based      on our audits.    In  our     opinion,  such  schedules,        when  considered       in relation    to     thebasic   financial statements    taken   as    a whole,     present    fairlyin   all     material  respects       the information       set forth  therein.                                                                                

/s/ Meaden                                                      & Moore, Ltd.

MEADEN &                                                      MOORE, Ltd.Certified   Public                        Accountants                                        

November 21,2006Cleveland,      Ohio

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```
                                                 HICKOK INCORPORATED                                  SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS           Col. A                    Col. B                   Col.C                    Col. D          Col. E-----------------------             ----------   -------------------------------     -----------    ------------                                                           Additions                                                 -------------------------------                                    Balance at     Charged to        Charged to                        Balance                                    Beginning      Costs and           Other                           at End    Description                     of Period       Expenses          Accounts        Deductions      of Period-----------------------------       ----------    ------------     -------------      -----------    ------------Deducted from Asset Accounts:                                                  Year Ended September 30, 2004                                                  ------------------------------ Reserve for doubtful accounts       $ 124,000    $ (39,585) (1)     $  9,733 (2)     $  84,148 (3)     $  10,000 Reserve for inventory obsolescence  $  78,000    $ 196,807          $      -         $ 168,807 (4)     $ 106,000                                                  Year Ended September 30, 2005                                                  ------------------------------ Reserve for doubtful accounts       $  10,000    $  42,467  (1)     $     94 (2)     $   2,561 (3)     $  50,000 Reserve for inventory obsolescence  $ 106,000    $ 389,990          $      -         $  70,990 (4)     $ 425,000                                                  Year Ended September 30, 2006                                                  ------------------------------ Reserve for doubtful accounts       $  50,000    $  22,482  (1)     $  4,244 (2)     $   1,726 (3)     $  75,000 Reserve for inventory obsolescence  $ 425,000    $ 337,761          $      -         $  87,761 (4)     $ 675,000(1) Classified as bad debt expense. (2) Recoveries on accounts charged off in prior years.(3) Accounts charged off during year as uncollectible.(4) Inventory charged off during the year as obsolete.
```

----

```
                                              HICKOK INCORPORATED                                         SCHEDULE IX - SHORT-TERM BORROWINGS        Col. A                      Col. B       Col. C        Col. D            Col. E              Col. F       --------                   ----------   ---------   ---------------   --------------   --------------------                                                Weighted    Maximum Amount   Average Amount    Weighted Average                                  Balance at    Average      Outstanding      Outstanding       Interest RateCategory of Aggregate               End of      Interest     During the        During the        During theShort-term Borrowings               Period        Rate          Period           Period (2)       Period (3)------------------------          ----------   ---------   ---------------   --------------   --------------------                                          Year Ended September 30, 2004                                          -----------------------------   Note Payable to Bank (1)       $        -          -%       $        -        $       -                 -%                                          Year Ended September 30, 2005                                          -----------------------------     Note Payable to Bank (1)       $  800,000       6.75%       $  800,000        $ 341,667              6.18%                                          Year Ended September 30, 2006                                          -----------------------------   Note Payable to Bank (1)       $1,348,000       7.54%       $1,550,000        $ 835,583              7.47%(1) Note payable to bank represents borrowings under a revolving credit facility which expires February 28, 2008.(2) The average amount outstanding during the period was computed by dividing the total of daily outstanding principal balances by 365.(3) The weighted average interest rate during the period was computed by dividing the actual interest by the average short-term debt outstanding.
```