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

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

For the fiscalyear ended September 30, 2007

OR

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

For the transitionperiod from Not Applicable to Not Applicable

Commissionfile number: 0-147

**HICKOKINCORPORATED**

(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**

Securitiesregistered under

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

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

Check whetherthe 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 periodthat the registrant was required to file such reports), and (2) has been subjectto 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 RegulationS-B contained in this form, and no disclosure will be contained, to the bestof registrant's knowledge, in definitive proxy or information statements incorporatedby reference in Part III of this Form 10-KSB or any amendment to this Form10-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. $12,520,061

As of December7, 2007, the Registrant had774,029 voting shares of Class A Common Stock outstanding and 454,866voting shares of Class B Common Stock outstanding. As of such date, non-affiliatesheld 706,671 shares of Class ACommon Stock and 233,098 shares of Class BCommon Stock. As of December 7, 2007, based on the closingprice of $17.00 per Class A CommonShare on the Over The Counter Bulletin Board, the aggregate market value ofthe Class A Common Stock held by such non-affiliates was approximately $12,013,407. There is no tradingmarket in the shares of Class B Common Stock.

Documents Incorporatedby Reference:**PART OF FORM 10-KSB ****DOCUMENT INCORPORATEDBY REFERENCE **Part III (Items 9,10, 11, 12, 13 and 14) Portions of the Registrant'sDefinitive Proxy Statement to be used in connection with its Annual Meetingof Shareholders to be held on February 20, 2008.

    Transitional Small Business Disclosure Format.**Yes [ ] No [X]**

Except as otherwisestated, the information contained in this Form 10-KSB is as of September 30,2007.

For the fiscalyears ended September 30, 2007, 2006 and 2005, Hickok Incorporated had revenuesof less than $25,000,000 and less than $25,000,000 in outstanding voting andnon-voting common equity held by non-affiliates. As a result, Hickok metthe definition of a small business issuer under Regulation S-B and has electedto submit its future periodic reports in accordance with the disclosure requirementsfor small business issuers under Regulation S-B.

Table of Contents
**PART I.**ITEM 1. DESCRIPTIONOF BUSINESS
ITEM 2. DESCRIPTION OF PROPERTY
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
**PART II.**ITEM 5. MARKET FOR COMMONEQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASESOF EQUITY SECURITIES
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLANOF OPERATION
ITEM 7. FINANCIAL STATEMENTS
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 8A. CONTROLS AND PROCEDURES
ITEM 8B. OTHER INFORMATION
F-1: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM
F-2: CONSOLIDATED BALANCE SHEET
F-3: LIABILITIES AND STOCKHOLDERS' EQUITY
F-4: CONSOLIDATED STATEMENT OF INCOME
F-5: CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYAND 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, EXECUTIVEOFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCEWITH SECTION 16(a) OF THE EXCHANGE ACT
ITEM 10. EXECUTIVE COMPENSATION
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,AND DIRECTOR INDEPENDENCE
ITEM 13. EXHIBITS
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
      

SIGNATURES
EXHIBIT INDEX
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMAS TO CONSOLIDATED SCHEDULES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE IX - SHORT-TERM BORROWINGS

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**
**PARTI**
**

**ITEM 1. DESCRIPTIONOF BUSINESS**

GeneralDevelopment of Business

Hickok Incorporatedwas organized in 1915 as an Ohio corporation, and first offered its securitiesto the public in 1959. Except as otherwise stated, the terms "Company" or"Hickok" as used herein mean Hickok Incorporated and its two wholly-ownedsubsidiaries, Supreme Electronics Corp. and Waekon Corporation. Hickok developsand manufactures products used by companies in the transportation industry.Primary markets served are automotive, emissions testing, aircraft, and locomotivewith sales both to original equipment manufacturers (OEM's) and to the automotiveaftermarket.

Until themid 1980's Hickok was known primarily for its ability to develop and manufactureelectronic instruments for electronic servicers, precision indicating instrumentsfor aircraft, locomotive, and industrial applications, and electronic teachingsystems for vocational schools. Since the mid 1980's the Company has focusedthis expertise to develop and manufacture electronic diagnostic tools andequipment used by automotive technicians in the automotive market. This isnow the Company's largest business segment. The Company continues to designand manufacture precision indicating instruments. This segment representsapproximately 15% of the Company's currentrevenue.

In the early1990's the Company had become dependent on a few large OEM customers for themajority of its business. After recognizing this dependency the Company triedseveral approaches to expand both its customer base and its product linesutilizing its existing expertise and acquisitions with modest success. TheCompany then determined that it was crucial that it expand its automotivebusiness by designing products and opening sales channels to the automotiveaftermarket. In February 1998 the Company added new products and customerswithin the automotive aftermarket with the acquisition of Waekon Industries.

In addition to the acquisition of Waekon Industries, the Companyembarked on development programs to design tools specifically tailored tothe needs of the automotive aftermarket and develop a variety of sales channelsto the market. Since the acquisition, the Waekon name is used by the Companyas a trademark to market its products to technicians in the automotive aftermarketand for certain emission inspection grade equipment it manufactures. Alsothe name Waekon-Hickok is used as a trademark for higher complexity equipmentprimarily aimed at automotive service shops as a shop tool. The Hickok brandis used for a family of products that are related to OEM grade tools soldto automotive dealerships and manufacturers. These efforts have resulted ina more balanced revenue stream.

Over the past severalyears the Company has developed a reputation as a quality emissions testingproduct provider. Our reputation for innovative emissions testing productsbegan with the Model FPT27 Gas Cap Tester that has been used in numerous stateprograms by emissions testing equipment suppliers. In 2004 the Company developedand marketed a complete emissions testing platform for a State of Pennsylvaniaprogram. From 2002 until 2007 the Company worked with the State of Californiato develop a patented product for testing leaks in vehicle evaporative emissionssystems. The California program entered the implementation phase on December1, 2007. These emissions programs generally result in large short-term revenuesfor the Company with some residual benefits to future years.

The Company's operations are currently concentrated in theUnited States of America. Sales are primarily to domestic customersalthough the Company also makes sales to international customers through domesticallybased distribution companies. The Company established select market internationalservice center arrangements during fiscal 1995.

OperatingSegment Information

The Company'soperations are combined into two reportable business segments: 1) indicatorsand gauges and 2) automotive diagnostic tools and equipment. Reference ismade to "Segment and Related Information" included in the notes to the financialstatements.

Indicatorsand Gauges

For over ninety-two years the Company has developed and manufacturedprecision indicating instruments used in aircraft, locomotives and otherapplications. In recent years the Company has specialized in aircraft andlocomotive cockpit instruments. Within the aircraft market, instruments aresold primarily to manufacturers or servicers of business and pleasure aircraft.Within the locomotive market, indicators are sold to both original equipmentmanufacturers and to operators of railroad equipment. Indicators and gaugesrepresented approximately 15% of the Company's sales for fiscal 2007 and13% for fiscal 2006. An original groupingof products, DIGILOG Instruments, were certified with the FAA during fiscal2002. Subsequently several additional models have also been certified. TheDIGILOG instrument is a customizable indicator that is a combination analog/digitalindicator for the aircraft market. It can be adapted to display a wide varietyof aircraft parameters.

AutomotiveDiagnostic Tools and Equipment

Since the mid 1980'sthe Company has concentrated on designing and marketing instruments used todiagnose automotive electronic systems. These products were initially soldto Ford Motor Company but are now sold to several automotive OEM's, and tothe aftermarket using jobbers, wholesalers and mobile distributors. Sincethe late 1990's sales of products designed specifically to OEM requirementshave been balanced with products developed for automotive aftermarket servicersand the emissions testing industry. In fiscal 2007 and 2006 orders from asupplier to OEMs for products designed to the OEM's requirements significantlyaffected revenues. In fiscal 2007 and 2004 emissions products significantlyaffected revenues. The aftermarket accounted for approximately 26% of theCompany's automotive diagnostic and specialty tool sales in fiscal 2007 and29% for fiscal 2006. As a whole, automotive diagnostic tools and equipmentrepresented approximately 85% of the Company's sales for fiscal 2007 and87% for fiscal 2006.

 The Company has cultivateda reputation for developing innovative tools for automotive diagnostics anduses that reputation as leverage when it introduces new offerings. Being innovativesometimes adds to the difficulty of training the sales channels and technicianmarket on the benefits of the product. An example of this is the On-Car InjectorFlow Bench (OCIFB), that the Company introduced several years ago to theaftermarket. Sales of the product had been slowly increasing as the marketbegan to understand its value. In 2004 a major automotive OEM became interestedin the product's ability to measure the actual flow of fuel injectors onthe vehicle. By enabling the dealership technician to obtain flow informationthey expected to substantially reduce their "no trouble found" warranty returnsof fuel injectors. A major order for the OEM's dealerships was deliveredin fiscal 2006 and an additional order for additional dealership coveragewas delivered in fiscal 2007. The order, along with a smaller order for anotherinnovative product that the Company has offered since 1999, resulted in almost$7,100,000 of revenue in 2006 and $3,400,000 in 2007.

New Generation Star (NGS) is an automotive scan tool that was supportedby Ford Motor Company as a primary diagnostic tool for their vehicles since1992. The Company had considerable success selling the NGS tool to aftermarketcustomers starting in 2000. Sales of NGS both to dealerships and aftermarketcustomers was a major revenue source for the Company. In 2005 Ford made thedecision to no longer support the NGS with software and introduced a newtool to take its place. The Company decided to undertake a program to developits own software for NGS to cover new vehicles as they are introduced primarilyfor aftermarket customers. Unfortunately, without access to a proprietaryalgorithm owned by Ford there are a number of important functions that couldnot be implemented on the tool. As a consequence, sales of NGS in the aftermarkethave deteriorated substantially over the past couple years. In late 2006 the Company was able to license the security algorithm fromFord. By late 2007 the software the Company has developed has returned theNGS tool to factory developed software level of performance. In additionthe Company has introduced NGS PC. This product is essentially a PC basedimplementation of the classic NGS product and it too is at factory level functionality.The Company intends to put major marketing emphasis on the NGS products during2008 and believes it can return these products to significant revenue generators.The Company believes these products also have a significant influence on theability to sell other products to aftermarket customers.  The Company has developed a reputation for introducing innovative aftermarketproducts. New products are essential for growth in the aftermarket business.Because of the demands on its resources associated with major OEM and emissionprojects over the past few years, new product aftermarket rollouts were fewerthan in previous years. Significant resources were devoted in 2007 and willbe devoted in 2008 to developing new aftermarket products. The Company hasa number of products well along in development that it intends to introduceduring 2008. While new product introductions were less than in previous yearsthe Company partly maintained its reputation with the aftermarket sales channelsfor innovation because of innovative policies, promotional concepts and fieldsupport. Since reestablishing contacts with OEMs three years ago, the Company hashad significant success with products to these customers.  The ActiveFuel Injector Tester selected by GM for all their North American dealersadded to both fiscal 2006 and 2007 revenues. It is also expected to add tofiscal 2008 revenues because of a project currently underway to extend itscapabilities to diesel type engines. The Company also has other programsit is working with for OEM customers that may result in significant revenuesin the future. Many of these products may also have application in the aftermarket.The Company is striking a balance between assigning resources to the OEMtype projects that generally result in large one-time orders and aftermarketproducts that generally have longer product life and consistent revenue potentialspread over longer time periods. Vehicle emissions testing products are used by state inspection programsto determine if vehicles comply with environmental regulations. The Companydeveloped a gas cap testing product in 2000 that has been very successfuland is used by most emissions equipment providers as the gas cap tester intheir offerings. Fiscal 2007 fourth quarter and fiscal 2008 first quarterrevenue were materially influenced by a product developed for the State ofCalifornia to test the fuel system of vehicles for leaks. In California,the Company partnered with Environmental Systems Products (ESP), a major providerof emissions testing equipment. ESP provided sales and service to customersand the Company designed and manufactured the product. Both of these productsincorporate patented methods for making the measurements. With the continuingattention to environmental issues in North America, the Company is optimisticthat both products will contribute to future revenues. In addition, the Companyremains sensitive to other needs that may arise to develop products for measuringemissions related parameters. Indicator revenues have recovered from the depressed levels of 2002 and 2003that were due to economic conditions in the business aircraft and locomotivemarkets. Although the Company does not view this segment as a high growthpotential, it does contribute significant revenues and margins. Over thepast couple of years the market appears to have flattened and year to yearvariation of revenue is more dependent on customer timing than any generalmarket direction. Digilog, a higher margin product developed several yearsago, continues to grow modestly in importance to the product segment.

Sourcesand Availability of Raw Materials

Raw materialsessential to the business are acquired from a large number of United Statesof America manufacturers and some materials are now purchased from Europeanand Southeast Asian sources. Materials acquired from the electronic componentsindustry include transistors, integrated circuits, resistors, capacitors,switches, potentiometers, micro controllers, and other passive parts. Fabricatedmetal or plastic parts are generally purchased from local suppliers or manufacturedby the Company from raw materials. In general, the required materials areavailable, if ordered with sufficient lead times, from multiple sources atcurrent prices.

Importanceof Patents, Licenses, Franchises, Trademarks and Concessions

The Companypresently has several patents and patent applications that relate to severalof its products. The Company believes that its position in the industry isdependent upon its present level of engineering skill, research, sales relationships,production techniques and service. However, the Company does have severalbasic methodology patents related to products it offers that it considersvery important to future revenue. The Company has three important patents,one related to vehicle fuel cap testing that expires in 2018 and a secondpatent related to gasoline fuel injector testing expiring in 2008. The mostimportant patent is related to the testing of evaporative emissions systemsthat is the basis for the Company's product offering for the State of California.This patent expires in the year 2022. The Company monitorsthe marketplace for infringement of its patents and intends to pursue itsrights should an infringement take place.Other than the names "Hickok" and"Waekon", the Company does not have any material licenses, trademarks, franchisesor concessions.

Seasonality

The Companybelieves that there is a seasonality to the automotive aftermarket revenues.Typically the first and fourth quarters tend to be weaker than the other twoquarters in this market. Orders for OEM oremissions testing products are primarily subject to customer timing requirementsand have no known seasonality aspect to them. As a result, operating resultscan fluctuate widely from quarter to quarter and year to year.During fiscal 2007the California evaporativeemissions systems program substantially affected the fourth quarter results.During fiscal 2006 two significantOEM programs muted the seasonality of the first quarter and added to the thirdand fourth quarter results. The California evaporative emissionssystems program will also have a significant affect on the Company's firstquarter results of fiscal 2008.

PracticesRelative to Working Capital Items

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

Dependenceon Single or Few Customers

Sales to ESP amounted to approximately 29% and sales toGeneral Motors Corporation also accounted for approximately 29% of the consolidatedsales of the Company during fiscal 2007. During the fiscal year ended September 30, 2006, sales toFord and General Motors Corporationaccounted for approximately9% and 48% respectively of the consolidated sales of the Company. This compareswith 11% and 6% respectively during the prior fiscal year. The Company hasno long-term contractual relationships with either Ford or General Motors.Several aftermarket distribution companies and several equipment OEM's havebecome a significant source of revenue. Sales in fiscal 2007 to ESP amountedto approximately $3,620,000 and sales to General Motors Corporation amountedto approximately $3,683,000. Sales to GeneralMotors Corporation amounted to approximately$7,100,000 or 45% of the consolidated sales of the Company for fiscal 2006compared to approximately $211,000 or 2% for fiscal 2005. The Company does notfeel that it is dependent on any one customer but it is dependent on salesto this class of customers.

Backlog

At September30, 2007, the unshipped customer order backlog totaled $5,756,000 comparedto $1,621,000 at September 30, 2006 and $3,047,000 at September 30, 2005.The increase in fiscal 2007 is primarily due to increased orders in automotivediagnostic products of $4,118,000, specifically, $4,974,000 for emissionsproducts, offset in part by decreases in automotive diagnostic products toOEM's of $830,000 and $26,000 for non-emission aftermarket products. Alsocontributing to the backlog increase was $24,000 for indicators and gauges.The Company expects to ship essentially the entire backlog in fiscal 2008.The decrease in fiscal 2006 versus 2005 is primarily due to decreased ordersfor automotive diagnostic products to OEM's and the aftermarket of $1,016,000 and$133,000 respectively. Also contributing to the backlog decrease in 2006 was$72,000 for indicators and gauges, $135,000 for emission products and $68,000for fastening systems products.

GovernmentContract 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.

CompetitiveConditions

The Company is engagedin a highly competitive industry and faces competition from domestic and internationalfirms. Several of the Company's competitors have greater financial resourcesand larger sales organizations than the Company. Competition with respectto the Company's diagnostic tool business arises from the existence of anumber of other significant manufacturers in the field, such as Snap-On, SPXCorporation, Teradyne, and Vetronix which dominate the available market interms of total sales. The instrumentation industry is composed primarily ofcompanies that specialize in the production of particular items as comparedto a full line of instruments. The Company believes that its competitive positionin this field is in the area of smaller, specialized products, an area inwhich the Company has operated since 1915 and in which the Company has establisheditself competitively by offering high-quality, high-performance productsin comparison to high-volume, mass-produced items.

Researchand Development Activities

The Companyexpensed as incurred product development costs of $2,020,312 in 2007, $1,840,182in 2006 and $2,059,401 in 2005. These expenditures included engineering productsupport and development of manuals for both of the Company's business segments.

Compliancewith Environmental Provisions

The Company'scapital expenditures, earnings and competitive position are not materiallyaffected by compliance with federal, state and local environmental provisionswhich have been enacted or adopted to regulate the distribution of materialsinto the environment.

Numberof Persons Employed

Total employmentby the Company at September 30, 2007 was 160 full-time employees. The Companyhas no part-time employees. None of the employees are represented by a union.The Company considers its relations with its employees to be good.

Financial InformationConcerning Foreign and Domestic Operations and Export Sales

During the fiscalyear ended September 30, 2007, all manufacturing, research and developmentand administrative operations were conducted in the United States of America.Revenues derived from export sales approximated $274,000 in 2007, $1,359,000in 2006, and $322,000 in 2005. Shipments to Australia, Canadaand Germany make up the majorityof export sales. 

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**ITEM 2. DESCRIPTION OF PROPERTY**

As of December 7,2007 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 administrativeheadquarters, marketing and product development with limited manufacturing. Owned Greenwood, Mississippi 63,000 Sq. Ft. One-story modern concrete block construction; used for manufacturinginstruments, 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 adequatelyinsured.

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**ITEM 3. LEGAL PROCEEDINGS**

The Companyis not a party to any material legal proceedings.

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**ITEM 4. SUBMISSIONOF 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, 2007.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 beenPresident since 1991 and Chief Executive Officer since 1993. For at leastfive years prior to 1991 he held the office of Vice President. The Board ofDirectors elected Mr. Gregory Zoloty Senior Vice President of Finance andChief Financial Officer in February 2004. Mr. Zoloty was Vice President ofFinance and Chief Financial Officer since May 2001. Mr. Zoloty was Vice Presidentof Accounting and Chief Accounting Officer since 1994. He joined the Companyin 1986. Mr. Thomas Bauman was elected Senior Vice President of Sales andMarketing by the Board of Directors in February 2004. Mr. Thomas Bauman waselected Vice President of Sales and Marketing by the Board of Directors inMay 1999. He joined the Company in April 1998. In 1996 and 1997 he was Presidentand CEO of C&K Manufacturing. Mr. Robert Bauman and Mr. Thomas Baumanare brothers. Mr. William Bruner was elected SeniorVice President of Manufacturing by the Board of Directors in February 2004.Mr. Bruner was elected Vice President of Manufacturing in August 1993. He joinedthe Company in January 1974.     **OFFICE ****OFFICER ****AGE **President and ChiefExecutive Officer Robert L. Bauman 67 Senior Vice President,Finance and Chief Financial Officer Gregory M. Zoloty 55 Senior Vice President,Sales and Marketing Thomas F. Bauman 64 SeniorVicePresident, Manufacturing      William A. Bruner65

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**
**PARTII**
**

**ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERSAND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES**

a) MARKETINFORMATION

During fiscal2007 and 2006 our Class A Common Shareswere traded onThe Nasdaq Over-The-Counter Bulletin Board Market under the symbolHICKA.OB. There is no market for the Registrant's Class B Common Shares.

The following tablesets forth the per share range of high and low bids (Over-The-Counter BulletinBoard) for the Registrant's Class A Common Shares for the periods indicated.The Over-The-Counter Bulletin Board prices reflect inter-dealer prices withoutretail markup, markdown or commissions and may not represent actual transactions.Data was supplied byNasdaq.**PRICES FOR THE YEARS ENDED: ** **September 30, 2007 ****September 30, 2006 ****HIGH ****LOW ****HIGH ****LOW **First Quarter 7.90 5.75 5.00 3.80 Second Quarter 10.95 7.50 6.75 4.85 Third Quarter 11.50 10.00 6.50 5.10 Fourth Quarter 16.00 10.50 5.99 5.00 

b) HOLDERS

As of December 7,2007, there were approximately 357shareholders of recordof the Company's outstanding Class A Common Shares and 5 holders of recordof the Company's outstanding Class B Common Shares.

c) DIVIDENDS

 In fiscal 2007 and 2005the Company paid a special dividend of $.10 per share on its Class A and ClassB Common Shares. In fiscal 2006 the Company paid no dividendson either of its Class A or Class B Common Shares. Pursuant to the Company'sAmended Articles of Incorporation, no dividends may be paid on Class B CommonShares until cash dividends of ten cents per share per fiscal year are paidon Class A Common Shares. Any determination to pay cash dividends in thefuture will be at the discretion of the Board of Directors after taking intoaccount various factors, including the Company's financial condition, resultsof 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'sHickok was known primarily for its ability to develop and manufacture electronicinstruments for electronic servicers, precision indicating instruments foraircraft, locomotive, and industrial applications, and electronic teachingsystems for vocational schools. For the past twenty-one years the Companyhas used this expertise to develop and manufacture electronic diagnostic toolsand equipment used by automotive technicians in the automotive service market.This is now the Company's largest business segment. The Company generatedapproximately 85%of its fiscal 2007 revenue from designing and manufacturing diagnostic toolsfor automotive diagnostics and testing. These tools enable automotive servicetechnicians to identify problems in electronics systems and other non-electronicsystems in automobiles.

Thirteen years ago two large automotive OEM companies comprisedover 80% of the company's business. A substantial portion of this businesswas contingent on large programs initiated by these OEM's on a year to yearbasis. The Company recognized that the OEM's were changing and that the likelihoodof the continuation of these yearly large programs was diminishing. As aresult, the Company initiated a strategy to use existing technical and manufacturingexpertise and to develop sales and marketing skills applicable to the automotiveaftermarket service industry. The strategy was aided by the acquisition ofWaekon Industries in 1998. The Company uses Waekon as the brand of its productsthat are primarily intended as a technician's personal tool. The acquisitionof Waekon immediately gave the Company aftermarket products and access tocertain sales channels to that market.

TheCompany also offers products for emissions testing programs. Our gas captesting products have become the defacto standard of gas cap testing in theUnited States and most major vendors use our gas cap testers in their equipmentwhen gas cap testing is specified within a state program. As a result ofparticipation in the emissions testing market the Company developed an abilityto test for leaks in vehicle evaporative systems (gas tanks) and participatedin a New Jersey state emissions testing initiative in 1999 that did not resultin significant sales. California announced a similar initiative in mid 2003.The Company decided to pursue this opportunity and has since devoted significantresources to the extension of the New Jersey product to meet the Californiarequirements. It applied for and received a patent on the methodology itdeveloped for New Jersey and uses for the California product. In fiscal 2004the Company signed an exclusive supply agreement with Environmental ServicesProducts (ESP) that is supplying sales, marketing, and service for the tanktesting product in the state of California. During late fiscal 2007 the Californiaemissions program became official and the Company's product was certifiedby the State of California. The program resulted in substantial revenuesin fiscal 2007 and management believes most of the Company's backlog forthis program will be shipped and allow for positive operating results inthe first quarter of fiscal 2008.Emissions revenue in fiscal 2007 was approximately $3,900,000, 37% of automotivediagnostic tool revenue compared to $730,000 or 5% of fiscal 2006 diagnostictool revenue.

Thetiming of order releases and large program implementations in the Company'sautomotive diagnostic equipment business can cause wide fluctuations in theCompany's operating results both on a quarter-to-quarter and a year-to-yearbasis. Orders for such equipment can be large, are subject to customer schedules,and may result in substantial variations in quarterly and yearly sales andearnings. As an example, fiscal 2007 compared to fiscal 2006 istypical of the fluctuations these large programs can cause. The fourth quarterof fiscal 2007 resulted in substantial growth and profitable operations becauseof the added revenue of the California emissions program. While fiscal 2006 resulted in substantial revenue growth and profitableoperations for the year because of the added revenue of the OEM orders.

The Company's orderbacklog as of September 30, 2007 totaled $5,756,000 as compared to $1,621,000as of September 30, 2006 and $3,047,000 as of September 30, 2005. The increase in fiscal 2007 is primarily due to increased ordersin automotive diagnostic products of $4,118,000, specifically, $4,974,000for emissions products, offset in part by decreases in automotive diagnosticproducts to OEM's of $830,000 and $26,000 for non-emission aftermarket products.Also contributing to the backlog increase was $24,000 for indicators and gauges.The Company estimates that approximately90% of the backlog at September 30, 2007 will be shipped in the first quarterof fiscal 2008. The decrease infiscal 2006 versus 2005 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 2006 backlog decrease was $72,000 for indicators and gauges, $135,000for emission products and $68,000 for fastening systems products.The lower level of backlog in 2006 is more typical for theCompany than the current year's large backlog.

ReportableSegment Information

In accordancewith Financial Accounting Standards No. 131, Disclosuresabout Segments of an Enterprise and Related Information, the Company is requiredto report segment information disclosures based on how management evaluatesoperating performance and resource allocations. The Company has determinedthat it has two reportable segments: 1) indicators and gauges, and 2) automotiverelated diagnostic tools and equipment.

Indicatorsand Gauges

This segmentconsists of products manufactured and sold primarily to companies in the aircraftand locomotive industry. Within the aircraft market, the primary customersare those companies that manufacture or service business and pleasure aircraft.Within the locomotive market, indicators and gauges are sold to originalequipment manufacturers, servicers of locomotives, and operators of railroadequipment.

AutomotiveDiagnostic Tools and Equipment

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

Resultsof Operations

Sales for the fiscal yearended September 30, 2007 decreased to $12,520,061, a decrease of approximately21% from fiscal 2006 sales of $15,877,719. This decrease in sales was volume-drivenand attributable primarilyto lower product sales of approximately $3,180,000. Service sales in fiscal2007 decreased by approximately $178,000 and the reduction was volume related,compared to fiscal 2006.Product sales were $11,950,863in fiscal 2007 compared to $15,130,872 in fiscal 2006. The decrease in productsales occurred in both the indicator and gauges segment, and the automotivediagnostic equipment segment. The dollar decreases were approximately $176,000and $3,004,000 respectively.Within the automotive diagnosticproducts,emission product sales increased approximately $3,177,000 and aftermarket products andOEM products decreased approximately $1,171,000 and $4,908,000 respectively.Fastening systems products sales declined by $100,000. Fiscal 2007 benefited from a large state emissions program whilefiscal 2006 benefitedfrom two large orders for proprietary diagnostic products to the dealershipnetwork of a major vehicle OEM. Fiscal 2008 product salesare expected to increase modestly including the balance of the emissionstesting program for the State of California.The reduction in servicesales was volume related and attributableto lower repair sales. The current level of servicerevenue is expected to decline slightly for fiscal 2008.

Sales for the fiscal yearended September 30, 2006 increased to $15,877,719, an increase of approximately64% from fiscal 2005 sales of $9,670,694. This increase in sales was volume-drivenand attributable primarilyto higher product sales of approximately $6,439,000. Service sales in fiscal2006 decreased by approximately $232,000 and the reduction was volume relatedcompared to fiscal 2005.Product sales were $15,130,872in fiscal 2006 compared to $8,691,822 in fiscal 2005. The increase in productsales occurred in both the indicator and gauges segment and the automotivediagnostic equipment segment. The dollar increases were approximately $123,000and $6,316,000 respectively.Within the automotive diagnosticproducts, OEM product sales and emission product sales increased approximately$7,382,000 and $87,000 respectively offset by a decline in aftermarket productsales and fastening systemsproducts sales of approximately $930,000 and $95,000 respectively.Fiscal 2006 benefitedfrom two large orders for proprietary diagnostic products to the dealershipnetwork of a major vehicle OEM with no similar orders for fiscal 2005. The reduction in servicesales was volume related and attributableto lower repair sales.

Cost of products soldin fiscal 2007 was $7,240,071 or 60.6% of net product sales compared to $8,183,500or 54.1% of net product sales in fiscal 2006. Cost of products sold duringfiscal 2005 was $5,197,059 or 59.8% of net product sales. The increase inthe percentage of cost of products sold to product sales between fiscal 2007and 2006 was due primarily to lower product sales which absorbed less ofthe fixed costs and to a change in product mix. The decrease in the percentageof cost of products sold to product sales between fiscal 2006 and fiscal2005 was due primarily to higher product sales which absorbed more of thefixed costs and to a change in product mix. The cost of productssold percentage in fiscal 2008 is expected to decline slightly, although itis not expected to reach the levels experienced in fiscal 2006.

Cost of services soldin fiscal 2007 was $552,313 or 97.0% of net service sales compared to $602,659or 80.7% respectively in fiscal 2006. Cost of services sold during fiscal2005 was $836,371 or 85.4% of net service sales. The increase inthe cost of services sold as a percentage of net service sales between fiscal2007 and 2006 was due primarily to a lower sales volume for chargeable repairsand higher warranty relatedcosts associated with certain of the automotive diagnostic products.The percentage and dollardecrease in the cost of services sold between fiscal 2006 and2005 was due primarily to lower warranty relatedcosts associated with certain of the automotive diagnostic products and to a lower salesvolume of chargeable repairs.The percentage ofcost of services sold relative to net service sales is expected to continueat approximately the current levels in fiscal 2008.

The percentage decrease in fiscal 2006compared to fiscal 2005 was due to higher total sales in fiscal year 2006. Marketing expenses wereapproximately $2,446,000 in fiscal year 2006 compared to $2,674,000 in fiscal2005.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 collectionexpense of $29,0000, freight of $22,000 royalty expense of $12,000 and commissionsof $7,000. The decline in marketing expenses was offset in part by an increase primarilyinlabor costs of $36,000 as a result of aspecial bonus paid to marketing employees in late September 2006 and outsideconsulting of $19,000. Administrative expenseswere approximately $1,963,000 in fiscal year 2006 compared to $1,571,000in fiscal 2005.The dollar increasewas due primarily to an employee bonus provision during fiscal 2006, which was includedin accrued payroll and related expenses, of approximately$392,000 compared to no bonus provision in fiscal year 2005. In addition wagesincreased primarily due to a special bonus paid to administrative employeesin late September 2006 of $39,000 and an increase in staff of $16,000, offsetin part by a decrease in outside professional fees of $25,000.Fiscal 2005 also benefitedslightly in the fourth quarter from temporary wage and staff reductions whichwere implemented in August 2005.

Interest charges were $49,477 in fiscal 2007 compared with $64,582in fiscal 2006 and $21,465 in fiscal 2005. The decreasein interest charges in fiscal 2007 compared to fiscal 2006 was due to lowerlevels of short-term borrowings during fiscal 2007. The increase in interest charges in fiscal 2006 compared to fiscal2005 was due to increased short-term borrowings to fund the higher sales volume.The Company anticipates interest expense to decrease slightly in fiscal 2008.

Income taxesin fiscal 2007 were $8,000 which includes a valuation allowance of $443,000representing an effective income tax rate of 1%. The tax rate in fiscal2007 was lower than the normal taxrate of 37% due to the recording of a valuation allowance. Income taxes in fiscal 2006were $273,500 which represents an effective income tax rate of 25%. The taxrate in fiscal 2006 was lower than the normal taxrate of 37% due to the utilization of research and development tax credits.Income taxes in fiscal2005 were a negative $912,300 which represents a recovery of income taxesat a 37% effective tax rate. It is anticipatedthat the effective tax rate in fiscal 2008 will be similar to fiscal 2006.Management anticipatesthat future business will generate sufficient taxable income (approximately $6,015,000)during the carryforwardperiod to realize the deferred tax benefits.The deferred tax benefitsbegin to expire in 2015. The valuation allowance was recorded in 2007 asa conservative measure due to the additionalloss and the increased likelihood of tax credits expiring before beingutilized.

The net lossin fiscal 2007 was $649,412, or $.53 per share which was a decrease of $1,453,025as compared to the net income of $803,613, or $.66 per share in fiscal 2006.The change in fiscal 2007 versus fiscal 2006 was due primarilyto a lower sales volume. The California emissionsprogram became official and the Company's product was certified by the Statein late fiscal 2007. Although the Company had sufficient orders there wasnot sufficient time to produce enough product to attain a profitable fiscal2007. The net loss in fiscal 2005 was $1,573,772, or $1.30per share. The change in fiscal 2006 versus fiscal 2005 was due primarilyto a higher sales volume. Fiscal 2006 benefited from a largeorder for a proprietary diagnostic product to the dealership network of amajor vehicle OEM with no similar order for fiscal 2005. 

Liquidity and CapitalResources

Current assets of$10,244,505 at September 30, 2007 were 2.4 times current liabilities and thetotal of cash and cash equivalents, short-term investments and receivableswas 1.2 times current liabilities. These ratios compare to 3.4 and 1.9 respectivelyat the end of fiscal 2006. Total current assets increased by approximately$603,000 from the previous year end due primarily to an increase in cash and cash equivalents, accounts receivable and inventory of approximately $541,000, $241,000 and $822,000respectively. The increase was offset in part by a decrease in short-term investments and deferred income taxes of approximately $849,000 and $170,000respectively. The decrease in short-term investments was due to the sale ofall the mutual fund investments late in the fourth quarter. The increase inaccounts receivable was due primarily to a higher sales volume in the fourthquarter of fiscal 2007 versus fiscal 2006. Inventory increased due to the production of the California emissionsproduct. The Company began delivering part of the California emissions programreferred to elsewhere herein during the fourth quarter of fiscal 2007 effectivelymasking any seasonality aspect of the Company's business and primarily causingthe increase in accounts receivable. Most of this order will be completedby the end of the first quarter of fiscal 2008.

Working capital at September 30, 2007 was$5,949,832 as compared to $6,790,066 a year ago.The decrease of approximately $840,000was due primarily to an increase in short-term financing and accounts payable of approximately $600,000and $1,524,000 respectively offset in part by decreases in accrued payroll and related expensesand accrued expenses of approximately $390,000 and 157,000 respectively. Inaddition, short-term investments and deferred income taxes decreased approximately $849,000 and$170,000 respectively, offset in part by an increase in cash and cash equivalents, accounts receivable and inventory ofapproximately $541,000, $241,000 and $882,000 respectively. The decrease inshort-term investments was due to the management's decision to sell all mutualfund investments during the fourth quarter of fiscal 2007 due to the volatilityof the stock market. Theincrease in accounts receivable and inventory was due primarily to the deliveryof initial units of the California emissions program order referred to elsewhereherein during the fourth quarter of fiscal 2007.  

The Company has a creditagreement with its financial lender that provides for a secured revolvingcredit facility of $2,500,000 with interest generally equal to two and onehalf percent per annum plus one month LIBOR. The agreement is set toexpire in February 2008. The agreement is secured by the Company's accountsreceivable, inventory, equipment and general intangibles. The credit agreementcontains affirmative covenantrequirements, tested on an annual basis, that require the Company to maintaina tangible net worth of $8,000,000 and a pre-tax interest coverage ratio ofnot less than 3.0 to 1.0. In addition, a borrowingbase addendum generally allows for borrowing based on an amount equal to eightyfive percent of eligible receivables, plus an amount equal to the lesserof 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 outstandingborrowings of $1,947,700 under this loan facility at September 30, 2007.The Company violated thepre-tax interest coverage ratio covenant due to a loss at September 30, 2007and obtained a waiver from its financial lender. The Company is in compliancewith its other loan covenant. During fiscal 2008the Company's business may require a short-term increase in inventory andaccounts receivables. Whenever there may be a requirement to increase inventoryin fiscal 2008 there will be a negative but temporary impact on liquidity.The Company believes that internally generated funds and the revolving lineof credit will provide sufficient liquidity to meet ongoing working capitalrequirements.

Off-BalanceSheet Arrangements

Hickok hasno 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 orfuture effect on its financial condition, changes in financial condition,revenues or expenses, results of operations, liquidity, capital expendituresor capital resources.

CriticalAccounting Policies

The Companydescribes its significant accounting policies in the notes to the consolidatedfinancial statements included in the Company's Annual Report on Form 10-KSB.However, in response to the SEC's Release No. FR-60, "Cautionary Advice RegardingDisclosure About Critical Accounting Policies", issued December 12, 2001,the Company has identified the policies it believes are most critical to anunderstanding of the Company's financial statements. Since application ofthese accounting policies involves the exercise of judgment and use of estimates,actual results could differ from those estimates.

Revenue Recognition- Revenue is recognized as manufactured items are shipped to customers, legaltitle has passed, and all significant contractual obligations of the Companyhave been satisfied. Revenue from development contracts is recorded as agreedupon milestones are achieved.

InventoryValuation and Reserves - Inventories are valued at the lower of cost or marketusing the first-in, first-out (FIFO) method. The Company's business may requirean increase in inventory of component parts, work-in-process and finishedgoods in order to meet anticipated delivery schedules of customers. However,we are responsible for excess and obsolete inventory purchases in excess ofinventory needed to meet customer demand forecasts, as well as inventory purchasesgenerally not covered by supply agreements, or parts that become obsoletebefore use in production. If our forecasts change or excess inventory becomesobsolete, the inventory reserves included in our financial statements maybe understated.

Deferred Taxes- Deferred income taxes are provided for temporary differences between financialand tax reporting in accordance with the provisions of Financial AccountingStandards Board Statement No. 109, "Accounting for Income Taxes." Significantfactors considered by the Company in estimating the probability of the realizationof deferred taxes include expectations of future earnings and taxable income,as well as application of tax laws in the jurisdictions in which the Companyoperates.

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

Impactof Inflation

Inrecent years, inflation has had a minimal effect on the Company because oflow rates of inflation and the Company's policy minimizing the acceptanceof long-term fixed rate contracts without provisions permitting adjustmentfor inflation.

MarketRisk

The Companyis exposed to certain market risks from transactions that are entered intoduring the normal course of business. The Company has not entered into derivativefinancial instruments for trading purposes. The Company's primary market risksare exposure related to interest rate risk and equity market fluctuations.The Company's only debt subject to interest rate risk is its revolving creditfacility. The Company has a balance of $1,947,700 on its revolving creditfacility at September 30, 2007, which is subject to a variable rate of interestbased on the prime commercial rate. As a result, the Company believes thatthe market risk relating to interest rate movements is minimal. In addition,the Company maintains investments in a number of mutual funds from time totime.These funds are subject to normal equitymarket fluctuations. The Companybelieves the equity market fluctuation risk is acceptable because the fundscan be sold on demand.  Forward-Looking Statements

The foregoing discussionincludes forward-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 futureevents impacting the Company and are subject to uncertainties and factors(including, but not limited to, those specified  below) which are difficultto predict and, in many instances, are beyond the control of the Company.As a result, actual results of the Company could differ materially from thoseexpressed in or implied by any such forward-looking statements. These uncertaintiesand factors include (a) the Company's dependence upon a limited number ofcustomers, (b) the highly competitive industry in which the Company operates,which includes several competitors with greater financial resources and largersales organizations, (c) the acceptance in the marketplace of new productsand/or services developed or under development by the Company including automotivediagnostic products, fastening systems products and indicating instrumentproducts, (d) the ability of the Company to further establish distributionand a customer base in the automotive aftermarket, and (e) the Company's abilityto capitalize on market opportunities including state automotive emissionsprograms and OEM tool programs.

----

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

The followingpages contain the Financial Statements and Supplementary Data as specifiedfor 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 auditedthe accompanying consolidated balance sheet of HICKOK INCORPORATED as of September30, 2007 and 2006, and the related consolidated statements of income, stockholders'equity and comprehensive income, and cash flows for each of the years inthe three-year period ended September 30, 2007. These financial statementsare the responsibility of the Company's management. Our responsibility isto express an opinion on these financial statements based on our audits.

We conductedour audits in accordance with the standards of the Public Company AccountingOversight Board "United States". Those standards require that we plan andperform the audit to obtain reasonable assurance that the financial statementsare free from material misstatement. The Company has determined it is notrequired to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting. Our audit included consideration of internalcontrol over financial reporting as a basis for designing audit proceduresthat are appropriate in the circumstances but not for the purpose of expressingan opinion on the effectiveness of the Company's internal control over financialreporting. Accordingly, we express no such opinion. An audit also includes examining,on a test basis, evidence supporting the amounts and disclosures in the financialstatements, assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation. We believe that our audits provide a reasonable basis for ouropinion.

In our opinion,the financial statements referred to above present fairly, in all materialrespects, the consolidated financial position of Hickok Incorporated as ofSeptember 30, 2007 and 2006, and the consolidated results of their operationsand their cash flows for each of the years in the three-year period endedSeptember 30, 2007 in conformity with accounting principles generally acceptedin the United States of America.

As discussedin Note 6 to the financial statements, the Company was required to adopt SFAS123(r), Share-Based Payment, in 2007.

/s/ Meaden& Moore, Ltd.

**MEADEN &MOORE, Ltd.****CERTIFIEDPUBLIC ACCOUNTANTS**

**NOVEMBER29, 2007****CLEVELAND,OHIO**      

**
**F-1**
**

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**
**CONSOLIDATED BALANCE SHEET****  HICKOKINCORPORATED****SEPTEMBER30**   

**ASSETS**
**
|                                                                                     | **2007**                                          | **2006**    |
|-------------------------------------------------------------------------------------|---------------------------------------------------|-------------|
|                                                                                     |                                                   |
| **CURRENT ASSETS: **                                                           |                                                   |             |
| Cash and cash equivalents                                                      | $601,979                                          | $61,363     |
| Short-term investments- available for sale                                          | -                                                 | 848,698     |
| Accounts receivable-lessallowance for                                          | 4,623,055                                         | 4,382,383   |
|                                                                                     | doubtful accountsof $10,000 ($75,000, 2006)  |
| Inventories-less allowancefor obsolete                                         | 4,585,552                                         | 3,763,074   |
|                                                                                     | inventory of $472,000($675,000, 2006)        |
| Deferred income taxes                                                          | 354,900                                           | 524,400     |
| Prepaid expenses                                                               | 79,019                                            | 61,749      |
|                                                                                     |                                                   |
|                                                                                     | **Total Current Assets **                    | 10,244,505  | 9,641,667 |
|                                                                                     |                                                   |             |
|                                                                                     |                                                   |             |
| **PROPERTY, PLANT ANDEQUIPMENT: **                                             |                                                   |             |
| Land                                                                           | 233,479                                           | 229,089     |
| Buildings                                                                      | 1,461,892                                         | 1,492,161   |
| Machinery and equipment                                                        | 2,524,296                                         | 2,581,618   |
|                                                                                     |                                                   |
|                                                                                     | 4,219,667                                         | 4,302,868   |
| Less accumulated depreciation                                                  | 3,402,339                                         | 3,412,447   |
|                                                                                     |                                                   |
|                                                                                     | 817,328                                           | 890,421     |
|                                                                                     |                                                   |             |
| **OTHER ASSETS: **                                                             |                                                   |             |
| Deferred income taxes-lessvaluation    allowance of $443,000 ($-0-, 2006) | 1,690,307                                         | 1,573,400   |
| Deposits                                                                       | 1,750                                             | 1,750       |
|                                                                                     |                                                   |
|                                                                                     | 1,692,057                                         | 1,575,150   |
|                                                                                     |                                                   |
|                                                                                     |                                                   |             |
|                                                                                     | **Total Assets **                            | $12,753,890 | $12,107,238 |
|                                                                                     |                                                   |

**
**F-2**
**

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

20072006**CURRENT LIABILITIES:**Short-term financing$1,947,700$1,348,000Accounts payable1,888,687364,702Accrued payroll andrelated expenses275,858666,053Accrued expenses110,543270,959Accrued taxes otherthan income71,88568,794Accrued income taxes-133,093**  Total CurrentLiabilities**4,294,6732,851,601**STOCKHOLDERS' EQUITY:**Common shares - parvalue $1.00Class A 3,750,000shares authorized, 782,574 shares  issued (772,174shares 2006)766,779756,379Class B 1,000,000convertible shares authorized,  475,533 sharesissued454,866454,866Accumulated comprehensiveincome (net of tax)-104,869Contributed capital1,661,5271,592,942Treasury shares -      15,795 (2007 and 2006)  Class A shares and 20,667 (2007 and 2006)  Class B shares(661,676)(661,676)Retained earnings6,237,7217,008,257**  Total Stockholders'Equity**8,459,2179,255,637**  Total Liabilitiesand Stockholders' Equity**$12,753,890$12,107,238

**
**F-3**
**

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**
**CONSOLIDATED STATEMENT OF INCOME****HICKOK INCORPORATED****FOR THE YEARSENDED SEPTEMBER 30**
**
|                                                                        | **2007**                                                           | **2006**    | **2005**   |
|------------------------------------------------------------------------|--------------------------------------------------------------------|-------------|------------|
|                                                                        |                                                                    |             |            |
| **NET SALES: **                                                   |                                                                    |             |            |
| Product sales                                                     | $11,950,863                                                        | $15,130,872 | $8,691,822 |
| Service sales                                                     | 569,198                                                            | 746,847     | 978,872    |
|                                                                        |                                                                    |
|                                                                        | **Total Net Sales **                                          | 12,520,061  | 15,877,719 | 9,670,694 |
|                                                                        |                                                                    |             |            |
| **COSTS AND EXPENSES: **                                          |                                                                    |             |            |
| Cost of product sold                                              | 7,240,071                                                          | 8,183,500   | 5,197,059  |
| Cost of services sold                                             | 552,313                                                            | 602,659     | 836,371    |
| Product development                                               | 2,020,312                                                          | 1,840,182   | 2,059,401  |
| Marketing and administrative                                      | 3,630,598                                                          | 4,408,798   | 4,243,632  |
|                                                                        | expenses                                                      |
| Interest charges                                                  | 49,477                                                             | 64,582      | 21,465     |
| Other income                                                      | (346,161)                                                          | (299,115)   | (201,162)  |
|                                                                        |                                                                    |
| **Total Costs and Expenses **                                     | 13,146,610                                                         | 14,800,606  | 12,156,766 |
|                                                                        |                                                                    |
|                                                                        | **Income (Loss) beforeProvision for Income Taxes **           | (626,549)   | 1,077,113  | (2,486,072) |
| **Provision For (RecoveryOf)****   Income Taxes:**** ** |                                                                    |             |            |
| Current                                                           | (106,593)                                                          | 29,000      | (25,000)   |
| Deferred                                                          | 114,593                                                            | 244,500     | (887,300)  |
|                                                                        |                                                                    |
|                                                                        | 8,000                                                              | 273,500     | (912,300)  |
|                                                                        |                                                                    |
| Income (Loss) before                                                   |                                                                    |             |            |
|                                                                        | cumulative effect of change in accounting principle****            | $(634,549)  | $803,613   | $(1,573,772) |
| Cumulative effect of change                                            |                                                                    |             |            |
|                                                                        | in accounting for stock based compensation, net of tax of $8,000   | 14,863      | -          | - |
|                                                                        |                                                                    |             |            |
|                                                                        | Net Income (Loss)                                                  | $(649,412)  | $803,613   | $(1,573,772) |
|                                                                        |                                                                    |             |            |
| Income (Loss) per Common                                               |                                                                    |             |            |
|                                                                        | share before cumulative  effect of change in  accounting principle | $(.52)      | $.66       | $(1.30) |
| Cumulative effect of change                                            |                                                                    |             |            |
|                                                                        | in accounting for stock based compensation, net of tax of $8,000   | (.01)       | -          | - |
|                                                                        |                                                                    |             |
|                                                                        | **NET INCOME (LOSS) PER COMMON SHARE - BASIC**                     | $(.53)      | $.66       | $(1.30) |
|                                                                        |                                                                    |
| Income (Loss) per Common                                               |                                                                    |             |            |
|                                                                        | share assuming dilution:                                           |             |            |  |
| Income (Loss) per Common                                               |                                                                    |             |            |
|                                                                        | share before cumulative effect of change in accounting principle   | $(.52)      | $.64       | $(1.30) |
| Cumulative effect of change                                            |                                                                    |             |            |
|                                                                        | in accounting for stock based compensation, net of tax of $8,000   | (.01)       | -          | - |
|                                                                        |                                                                    |             |            |
|                                                                        | **NET INCOME (LOSS)PER****COMMONSHARE - DILUTED**                  | $(.53)      | $.64       | $(1.30) |
|                                                                        |                                                                    |             |
| **WEIGHTED AVERAGE SHARESOF COMMON STOCK OUTSTANDING **           | 1,213,984                                                          | 1,211,245   | 1,211,629  |
|                                                                        |                                                                    |

**
**F-4**
**

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**
**CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVEINCOME****HICKOK INCORPORATED****FOR THE YEARSENDED SEPTEMBER 30, 2007, 2006, AND 2005**
**
|                                                                                                                                   |                                      | **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****30,2004**                                                                                            | $7,899,541                           | $762,588                                          | $454,866          | $1,592,942 |           $34,863 | $(639,095) | $10,105,705 | $     - |
|                                                                                                                                   |                                      |                                                   |                   |  |  |  |  |  |
| Purchase andRetirement of ClassAsharestendered                                                                               | -                                    | (6,209)                                           | -                 | - | - | (22,581) | (28,790) | - |
|                                                                                                                                   |                                      |                                                   |                   |  |  |  |  |  |
| UnrealizedGain onInvestments  andReclassification 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 adjustmentfor 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 |
|                                                                                                                                   |                                      |                                                   |                   |  |  |  |  |  |
|                                                                                                                                   |                                      |                                                   |                   |  |  |  |  |  |
| Unrealized Gain on Investments and Reclassification adjustmentfor gain/loss included in net earnings (see note 3) (net of tax)    | -                                    | -                                                 | -                 | - | (104,869) | - | (104,869) | $(104,869) |
|                                                                                                                                   |                                      |                                                   |                   |  |  |  |  |  |
| Sale of Class A shares under option                                                                                               | -                                    | 10,400                                            | -                 | 32,320 | - | - | 42,720 | - |
|                                                                                                                                   |                                      |                                                   |                   |  |  |  |  |  |
| Cumulative effect of change in accounting for stock based compensation                                                            | -                                    | -                                                 | -                 | 22,863 | - | - | 22,863 | - |
|                                                                                                                                   |                                      |                                                   |                   |  |  |  |  |  |
| Share-based compensation expense                                                                                                  | -                                    | -                                                 | -                 | 13,402 | - | - | 13,402 | - |
|                                                                                                                                   |                                      |                                                   |                   |  |  |  |  |  |
| Dividend of $.10 per Class A and B shares                                                                                         | (121,124)                            | -                                                 | -                 | - | - | - | (121,124) | - |
|                                                                                                                                   |                                      |                                                   |                   |  |  |  |  |  |
| Net Loss                                                                                                                          | (649,412)                            | -                                                 | -                 | - | - | - | (649,412) | (649,412) |
|                                                                                                                                   |                                      |
| **Balance at September 30, 2007**                                                                                                 | $6,237,721                           | $766,779                                          | $454,866          | $1,661,527 | $    - | $(661,676) | $8,459,217 | $(754,281) |
|                                                                                                                                   |                                      |
|                                                                                                                                   |                                      |                                                   |                   |  |  |  |  |  |

See accompanyingsummary of accounting policies and notes to financial statements.

**
**F-5**
**

----

**
**CONSOLIDATED STATEMENT OF CASH FLOWS****HICKOK INCORPORATED****FOR THE YEARSENDED SEPTEMBER 30**
**
|                                                                                                                   | **2007**     | **2006**     | **2005**     |
|-------------------------------------------------------------------------------------------------------------------|--------------|--------------|--------------|
|                                                                                                                   |              |
| **CASH FLOWS FROM OPERATINGACTIVITIES: **                                                                    |              |              |              |
| Cash received fromcustomers                                                                                  | $12,279,389  | $12,526,353  | $10,088,121  |
| Cash paid to suppliersand   employees                                                                   | (13,056,172) | (14,412,343) | (12,409,036) |
| Interest paid                                                                                                | (38,328)     | (57,144)     | (21,465)     |
| Interest received                                                                                            | 24,693       | 3,448        | 10,453       |
| Income taxes (paid)refunded                                                                                  | (26,500)     | 159          | (5,000)      |
|                                                                                                                   |              |
| **Net Cash Providedby (Used in) Operating Activities **                                                      | (816,918)    | (1,939,527)  | (2,336,927)  |
|                                                                                                                   |              |              |              |
| **CASH FLOWS FROM INVESTINGACTIVITIES:**                                                                          |              |              |              |
| Capital expenditures                                                                                         | (150,142)    | (93,773)     | (235,470)    |
| Proceeds on saleof assets                                                                                    | -            | 774          | 11,941       |
| Purchase of short-term investments                                                                                | (900,247)    | -            | (500,000)    |
| Sale of short-terminvestments                                                                                | 1,886,627    | 1,400,000    | 849,841      |
|                                                                                                                   |              |
| **NetCash Provided by (Used in) Investing Activities **                                                      | 836,238      | 1,307,001    | 126,312      |
|                                                                                                                   |              |              |              |
| **CASH FLOWS FROM FINANCINGACTIVITIES: **                                                                    |              |              |              |
| Increase in short-term financing                                                                                  | 599,700      | 548,000      | 800,000      |
| Purchase of ClassA shares                                                                                    | -            | -            | (62,090)     |
| Sale of Class A shares under option                                                                               | 42,720       | -            | -            |
| Dividends paid                                                                                                    | (121,124)    | -            | (121,125)    |
|                                                                                                                   |              |
| **Net Cash Providedby (Used in) Financing Activities **                                                      | 521,296      | 548,000      | 616,785      |
|                                                                                                                   |              |
|                                                                                                                   |              |              |              |
| **Increase (Decrease)in Cash and Cash Equivalents **                                                         | 540,616      | (84,526)     | (1,593,830)  |
|                                                                                                                   |              |              |              |
| **Cash and Cash Equivalentsat Beginning of Year **                                                           | 61,363       | 145,889      | 1,739,719    |
|                                                                                                                   |              |
| **Cash and Cash Equivalentsat End of Year **                                                                 | $601,979     | $61,363      | $145,889     |
|                                                                                                                   |              |
|                                                                                                                   |              |              |              |
| See accompanying summaryof accounting policies and notes to financial statements.        |

**
**F-6**

****
**
|                                                                                                                                       | **2007**   | **2006**     | **2005**     |
|---------------------------------------------------------------------------------------------------------------------------------------|------------|--------------|--------------|
|                                                                                                                                       |            |
| **RECONCILIATION OFNET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: **                                                   |            |              |              |
|                                                                                                                                       |            |              |              |
| Net Income (Loss)                                                                                                                     | $(649,412) | $803,613     | $(1,573,772) |
| **   ADJUSTMENTSTO RECONCILE NET INCOME TO NET    CASH PROVIDED BY OPERATING ACTIVITIES:**                        |            |              |              |
|    Depreciation                                                                                                             | 221,160    | 237,291      | 267,180      |
|    Dividends reinvested                                                                                                     | (45,008)   | (69,783)     | (77,085)     |
|    Gain on disposal of investments                                                                                          | (251,543)  | (202,014)    | (90,788)     |
|    (Gain)Losson disposal of assets                                                                                          | 2,075      | 77           | (4,014)      |
|    Cumulative effect of change in accounting      principle                                                  | 22,863     | -            | -            |
|    Share-based compensation expense                                                                                         | 13,402     | -            | -            |
|    Deferred incometaxes                                                                                                     | 106,593    | 244,500      | (887,300)    |
|    **CHANGESIN ASSETS AND LIABILITIES:**                                                                                    |            |              |              |
|    Decrease (Increase)in accounts receivable                                                                                | (240,672)  | (3,351,366)  | 417,427      |
|    Decrease (Increase)in inventories                                                                                        | (822,478)  | (78,445)     | 175,596      |
|    Decrease (Increase)in prepaid expenses                                                                                   | (17,270)   | (19,605)     | 4,193        |
|    Increase (Decrease)in accounts payable                                                                                   | 1,523,985  | 59,545       | (111,029)    |
|    Increase (Decrease)in accrued payroll and      related expenses                                           | (390,195)  | 405,961      | (466,100)    |
|    Increase (Decrease)in other accrued      expenses and accrued taxes other than      income | (157,325)  | 1,540        | 38,765       |
|    Increase (Decrease)in accrued income      taxes                                                           | (133,093)  | 29,159       | (30,000)     |
|                                                                                                                                       |            |
|    Total Adjustments                                                                                                        | (167,506)  | (2,743,140)  | (763,155)    |
|                                                                                                                                       |            |
|                                                                                                                                       |            |              |              |
|    **Net CashProvided by (Used in) Operating       Activities**                                              | $(816,918) | $(1,939,527) | $(2,336,927) |
|                                                                                                                                       |            |
|                                                                                                                                       |            |              |              |
|                                                                                                                                       |            |              |              |
|                                                                                                                                       |            |              |              |

**
**F-7**
**

----

**
**F-8**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS****HICKOK INCORPORATED****SEPTEMBER30, 2007, 2006 AND 2005**
**

**1. NATURE OF OPERATIONS**

Hickok Incorporatedand its wholly-owned domestic subsidiaries ("Company") develop and manufactureproducts used by companies in the transportation and emissions testing industries.Among the products are indicators and gauges sold to companies in aircraftand locomotive markets. On a much larger scale, the Company manufactures diagnosticequipment used by automotive technicians to test the various electronic systemsin automobiles and emissions testing equipment specified by various statesfor testing vehicle emissions. Also within the automotivesegment, the Company manufactures equipment to control the nut running processin assembly plants. The Company servesthe automotive, locomotive and general aviation markets predominately in NorthAmerica. Sales in the Company's principal product classes, as a percent ofconsolidated sales, are as follows:

 **Product Classes          ****2007****2006****2005**Automotive Test Equipment  85.1% 86.4% 78.2% Fastening Systems 0.0.9 2.4Indicating Instruments 14.912.719.4Other Product Classes 0.00.0 0.0**Total ** 100.0% 100.0% 100.0% 

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

**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

*Principlesof Consolidation :*The consolidatedfinancial statements include the accounts of Hickok Incorporated and its wholly-owneddomestic subsidiaries. Significant intercompany transactions and balanceshave been eliminated in the financial statements.

*Concentrationof Credit Risk :*The Companysells its products and services primarily to customers in the United Statesof America and to a lesser extent overseas. All sales are made in United Statesof America dollars. The Company extends normal credit terms to its customers.Customers in the automotive industry comprise 95% of outstanding receivablesat September 30, 2007 (93% in 2006). Salesto two customers approximated $3,683,000 and $3,620,000 (2007), $7,100,000 and $147,000(2006), $211,000 and $143,000 (2005),and accounts receivable to these customers amounted to approximately $1,552,000 and $3,042,000(2007), $3,470,000 and $31,000(2006).

*Use ofEstimates in the Preparation of Financial Statements :*The preparationof financial statements in conformity with generally accepted accounting principlesrequires management to make estimates and assumptions that may affect thereported amounts of certain assets and liabilities and disclosure of contingenciesat the date of the financial statements, and the reported amounts of revenueand expenses during the reporting period. Actual results could differ fromthose estimates.

*RevenueRecognition :*The Companyrecords sales as manufactured items are shipped to customers on an FOB shippingpoint arrangement, at which time title passes and the earnings process iscomplete. The customer does not have a right to return merchandise unlessdefective or warranty related and there are no formal customer acceptanceprovisions. The Company warrants certain products against defects for periodsranging primarily from 12 to 36 months. Charges against incomefor warranty expense amounted to $60,299 (2007), $37,861 (2006)and $133,234 (2005). Sales returns and allowances were immaterial duringeach of the three years in the period ending September 30, 2007. An estimatefor future warranty claims of $13,764 (2007) and $20,855(2006) is included in "Accrued expenses".

*ProductDevelopment Costs :*Product developmentcosts, 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 obligationby the Company.

*Cash andCash Equivalents :*For purposesof the Statement of Cash Flows, the Company considers all highly liquid debtinstruments purchased with a maturity of three months or less to be cashequivalents. From time to time the Company maintains cash balances in excessof the FDIC limits. The cash balance at September 30, 2007 amounted to $601,979.

*Short-term Investments :*Investments were comprised of marketable securities in the formof mutual funds. Marketable securities were classified as available-for-saleand were recorded at their fair market value. Unrealized gains or losses resultingfrom changes in fair value were recorded as a component of comprehensive income(loss). During fiscal 2007all short-term investments were sold.

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

*Inventories :*Inventoriesare valued at the lower of cost (first-in, first-out) or market and consistof:**2007****2006**Raw materials andcomponent parts $2,801,869$2,392,394Work-in-process 1,260,911648,607Finished products 522,772722,073$4,585,552$3,763,074

*Property,Plant and Equipment :*Property, plantand equipment are carried at cost. Maintenance and repair costs are expensedas incurred. Additions and betterments are capitalized. The depreciation policyof 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 

Depreciationamounted to $221,160 (2007), $237,291 (2006), and $267,180 (2005).

*Valuationof Long-Lived Assets :*Long-lived assetssuch as property, plant and equipment and software are reviewed for impairmentwhenever events or changes in circumstances indicate that the carrying amountmay not be recoverable. If the total of the expected future undiscounted cashflows is less than the carrying amount of the asset, a loss is recognizedfor the difference between the fair value and carrying value of the asset.

*Shipping and HandlingCosts :*Shipping andhandling costs are classified as cost of product sold.

*Advertising Costs:*Advertisingcosts are expensed as incurred and amounted to $37,519 (2007), $60,327(2006) and $159,626 (2005).

*IncomeTaxes :*The Companyrecords income taxes under the provisions of Financial Accounting StandardsBoard Statement No. 109, "Accounting for Income Taxes."

Reclassifications: Certain 2006 balances have been reclassified to agree with 2007 presentation.

*Incomeper Common Share :*Income per commonshare information is computed on the weighted average number of shares outstandingduring each period as disclosed in Note 9.

*Adoptionof New Accounting Standards :*

 In July 2006,the Financial Accounting Standards Board issued Interpretation No. 48, Accountingfor Uncertainty in Income Taxes. The Interpretation prescribes a recognitionthreshold and measurement attribute for the financial statement recognitionand measurement of a tax position taken or expected to be taken in a taxreturn. The Interpretation also provides guidanceon derecognition, classification, interest and penalties, accounting in interimperiods, disclosure and transition. The Company will adopt the provisionsof Interpretation No. 48 effective October1, 2007. The Company does not anticipate any material impact to its financialcondition or results of operations due to the adoption of Interpretation No.48.

In September2006,the Financial AccountingStandards Board issued SFAS No. 157,Fair Value Measurements.SFAS No. 157 defines fair value, establishes a framework for measuring fairvalue in generally accepted accounting principles and expands disclosure aboutfair value measurements. The Company will adopt this pronouncement effectiveOctober 1, 2008. The Company does not anticipate any material impact to its financialcondition or results of operations due to the adoption of SFAS No. 157.

In February 2007,the FinancialAccounting Standards Board issued SFAS No. 159, Fair Value Option for FinancialAssets and Financial Liabilities - Including and Amendment of FASB StatementNo. 115. This statement permits an entity to choose to measure many financialinstruments and certain other items at fair value. The fair value option establishedby FSAS No. 159 permits entities to choose to measure eligible items at fairvalue at specified election dates. Unrealized gains and losses on items forwhich the fair value option has been elected are to be recognized in earningsat each subsequent reporting date. The Company will adopt this pronouncementeffective October 1, 2008. The Company does not anticipate any material impactto its financial condition or results of operations due to the adoption ofFSAS No. 159.

In September 2006,the SEC staff issued Staff Accounting Bulletin Topic 1N, Financial Statements- Considering the Effects of Prior Year Misstatements when Quantifying Misstatementsin Current Year Financial Statements (SAB 108). SAB 108 provides guidanceon how prior year misstatements should be evaluated when determining the materialityof misstatements in the current year financial statements. SAB 108 requiresmateriality to be determined by considering the effect of prior year misstatementson both the current year balance sheet and income statement, with considerationof their carryover and reversing effects. SAB 108 also addresses how to correctmaterial misstatements. The Company will adopt the provisions of this bulletineffective October 1, 2007. The Company does not anticipate any materialimpact to its financial condition or results of operations due to the adoptionof SAB 108.

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

During fiscal2007 all short-term investments were sold.

Short-terminvestments are as follows:**2007****2006****COST****MARKET****COST****MARKET**Mutual funds$     -$     -$689,829$848,698Less Cost-689,829Gross unrealized gains on short-term investments-158,869Deferred income taxes-54,000Accumulated comprehensive income (net of tax)$     -$104,869Gains (Losses):Gross unrealized gains$     -$158,869Gross unrealized losses--$     -$158,869

The followingtable sets forth the computation of comprehensive income.

|                                                                                                                                 |  | **2007**   | **2006**  | **2005**     |
|---------------------------------------------------------------------------------------------------------------------------------|--|------------|-----------|--------------|
|                                                                                                                                 |  |            |
| **Net Income (Loss)  **                                                                                               |  | $(649,412) | $803,613  | $(1,573,772) |
| Unrealized gain oninvestments (net of tax) of $-0- in 2007, $15,758 in2006 and $101,189 in 2005                            |  | -          | 30,590    | 196,426      |
|                                                                                                                                 |  |            |           |              |
| Reclassification adjustmentfor gain included in net earnings (net of tax) of $54,000 in 2007, $74,109in 2006 and $6,775 in 2005 |  | (104,869)  | (143,859) | (13,151)     |
|                                                                                                                                 |  |            |
| **Comprehensive Income(Loss) **                                                                                            |  | $(754,281) | $690,344  | $(1,390,497) |
|                                                                                                                                 |  |            |
|                                                                                                                                 |  |            |           |              |
| **Gains (Losses): **                                                                                                       |  |            |           |              |
| Gross realized gains                                                                                                       |  | $251,543   | $202,014  | $90,788      |
| Gross realized losses                                                                                                           |  | -          | -         | -            |
|                                                                                                                                 |

**4. SHORT-TERM FINANCING**

The Company has a securedcredit agreement of $2,500,000 with its financial lender. The agreement expiresin February 2008 and provides for a secured revolving credit facility of$2,500,000 with interest generally equal to two and one half percent perannum plus one month LIBOR. The agreement is securedby the Company's accounts receivable, inventory, equipment and general intangibles.The creditagreementcontains affirmative covenantrequirements, tested on an annual basis, that require the Company to maintaina tangible net worth of $8,000,000 and a pre-tax interest coverage ratio ofnot less than 3.0 to 1.0. In addition, a borrowing base addendumgenerally allows for borrowing based on an amount equal to eighty five percentof eligible receivables, plus an amount equal to the lesser of either fortypercent of eligible inventory or $1,000,000. The revolving credit facilityis subject to a review by the Company's lender in 2008. The Company had outstandingborrowings of $1,947,700 under this loan facility at September 30, 2007 and$1,348,000 at September 30, 2006. The Company violated thepre-tax interest coverage ratio covenant due to a loss at September 30, 2007and obtained a waiver from its financial lender. The Company is in compliancewith its other loan covenant. Selected details of short-termborrowings are as follows: 

**Amount****Weighted AverageInterest Rate**Balance at September 30, 2007 $1,947,7007.6% Average during 2007 $577,0007.8% Maximum during 2007 (month end) $1,947,7007.8% Balance at September 30,2006$1,348,0007.8%Average during 2006$836,0007.5%Maximum during 2006 (monthend)$1,500,0007.9%

**5. LEASES**

*Operating*:The Companyleases a facility and certain equipment under operating leases expiring throughNovember 2009.

The Company'sminimum commitments under operating leases are as follows:

 2008$25,990200916,37220104502011-**Total **$42,812

Rental expenseunder these commitments was $39,810 (2007), $33,107(2006) and $38,735 (2005).

A facilityheld under a capital lease has a net book value of $0 at September 30, 2007.Future minimum lease payments which extend through 2061 are immaterial.

**6. STOCK OPTIONS**

Under theCompany's Key Employees Stock Option Plans (collectively the "Employee Plans")the Compensation Committee of the Board of Directors has the authority togrant options to Key Employees to purchase up to 47,200 Class A shares, netof granted options. The options are exercisable for up to 10 years. Incentivestock options are available at an exercise price of not less than market priceon the date the option is granted. However, options available to an individualowning more than 10% of the Company's Class A shares at the time of grantmust be at a price not less than 110% of the market price. Non-qualified stockoptions may be issued at such exercise price and on such other terms andconditions as the Compensation Committee may determine. No options may begranted at a price less than $2.925. Non-cash compensationexpense related to stock option plans for fiscal years ended September 30,2007, 2006 and 2005 was $13,402, $0 and $0 respectively. All options grantedunder the Employee Plans are exercisable at September 30, 2007.

The Company'sOutside Directors Stock Option Plans (collectively the "Directors Plans")provide for the automatic grant of options to purchase up to 51,000 shares of Class A commonstock over a three year period to membersof the Board of Directors who are not employees of the Company, at the fairmarket value on the date of grant. The options are exercisablefor up to 10 years. All options grantedunder the Directors Plans become fully exercisable on February 22, 2010.

Transactions involvingthe plans are summarized as follows:**Weighted Average ****Exercise ****Weighted Average ****Exercise ****Weighted Average ****Exercise ****2007 ****Price ****2006 ****Price ****2005 ****Price ****Option Shares ****Employee Plans: **Outstanding October1, 117,450$5.60125,000$6.25125,000$6.25  Granted ------ Canceled/expired (13,900)10.75(7,550)16.33--Exercised (10,400)4.11      --      --Outstanding September 30,2007 ($3.13 to $10.50 per share) 93,1505.00117,4505.60125,0006.25Exercisable September30, 93,1505.00117,4505.60125,0006.25**Director Plans: **Outstanding October1, 48,000$7.4545,000$7.1545,000$8.44Granted 6,00010.506,0005.256,0006.45Canceled/expired (3,000)8.50(3,000)18.00(6,000)16.13Exercised       --      --      --Outstanding September30, 2007 ($3.55 to $12.25 per share) 51,0006.6348,0006.2745,0007.19Exercisable September30, 39,0006.1936,0006.3633,0007.52

The following isa summary of the range of exercise prices for stock options outstanding andexercisable under the Employee Plans and the Directors Plans at September30, 2007.   **Employee Plans****Outstanding**** Stock****Options****Exercisable****Weighted****Average****Exercise Price****Weighted****Average****Remaining****Life**Range of exercisePrices:$3.13 - 5.0069,350$3.743.2$7.13 - 10.5023,800$8.69.893,150$5.00

| **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                                          | 18,000                                           | $3.97                                        |
| $6.45 - 8.50             | 20,000                              | $7.30                                     | 5.1                                          | 18,000                                           | $7.40                                        |
| $10.50 - 12.25      | 9,000                               | $11.08                                    | 6.5                                          | 3,000                                            | $12.25                                       |
|                          |                                     |                                           |                                              |                                                  |                                              |
|                          | 51,000                              | $6.63                                     |                                              | 39,000                                           | $6.19                                        |

On October 1, 2006, the Company adopted Statement of FinancialStandards SFAS No. 123(r), Share-Based Payment, under the modified prospectivemethod for its stock options for both employees and non-employee Directors.The adoption of SFAS No. 123(r) did not have a significant impact on theCompany's operations and are presented as a cumulative effect of change inaccounting principle on the Consolidated Statement of Income. The Companypreviously accounted for stock-based compensation plans under the disclosureonly provisions of SFAS 123, which allowed the Company to continue to measurecompensation costs for those plans using the intrinsic value-based methodof accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issuedto employees".

Compensation costfor fixed based awards are measured at the grant date, and the Company usesthe Black-Scholes option pricing model to determine the fair value estimatesfor recognizing the cost of employee and director services received in exchangefor an award of equity instruments. The Black-Scholes option pricing modelrequires the use of subjective assumptions which can materially affect thefair value estimates. Employee stock options are immediately exercisable whileDirector's stock options are exercisable over a three year period. The fairvalue of stock options grants to Directors is amortized over the three yearvesting period. During fiscal year ended September 30, 2007, $13,402 wasexpensed as share-based compensation.Total compensationcosts related to nonvested awards not yet recognized is $10,369 (2008), $7,096(2009) and $1,598 (2010). The following weighted-average assumptions wereused in the option pricing modelfor 2007: a risk free interest rate of 6.0%; an expected lifeof 10 years; an expected dividend yield of 1.9%; and a volatilityfactor of .37.

Prior to adopting the provisions of SFAS 123(r),the Company adopted the disclosure only provisions of SFAS 123,which allowed a company to measure compensation costs for those plans usingthe intrinsic value-based method of accounting prescribed by APB OpinionNo. 25, Accounting for Stock Issued to Employees. The Company elected tofollow APB Opinion No. 25 and related interpretations in accounting for itsstock options for both employees and non-employee Directors. Compensationcosts for stock based awards is measured by the excess, if any, of the fairmarket value price at the grant date of the underlying stock over the amountthe individual is required to pay for exercising the stock based award. Compensationcost for fixed based awards are measured at the grant date, and the Companyused the Black-Scholes option pricing model to determine the fair value estimatesfor disclosure purposes. The Black-Scholes option pricing model requiresthe use of subjective assumptions which can materially affect the fair valueestimates. The following weighted-average assumptions were used in the option pricing modelfor 2006 and 2005 respectively: a risk free interest rate of 6.0% and 4.9%; an expectedlife of 8 and 8 years; an expected dividend yield of 0.0% and 0.0%; and a volatilityfactor of .35 and .41. 

Had compensation costfor fixed price stock options granted in 2006 and 2005 been determined usingthe fair value method, pro forma net income (loss) and earnings (loss) pershare would have been as follows:

**2006****2005**Net Income (Loss) - as reported$803,613$(1,573,772)Deduct: Total stockbased employee and Director compensation expense determined under fair valuebased method for all awards, net of related tax effects12,04711,747- pro forma $791,566$(1,585,519)Basic Income (Loss)per share- as reported$.66$(1.30)Diluted Income (Loss)per share- as reported$.64$(1.30)Basic Income (Loss)per share - pro forma $.65$(1.31)Diluted Income (Loss)per share- pro forma $.64$(1.31)

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

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

Unissued sharesof Class A common stock (599,016 and 620,316shares in 2007 and 2006 respectively) are reserved for the share-for-shareconversion rights of the Class B common stock and stock options under theEmployee Plans and the Directors Plans (see note 6). The Class A shares haveone vote per share and the Class B shares have three votes per share, exceptunder certain circumstances such as voting on voluntary liquidation, saleof 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 fiscal2005, the Company purchased shares in conjunction with a tender offer (seenote 12).

**8. INCOME TAXES**

A reconciliationof the provision (recovery) of income taxes to the statutory Federal incometax rate is as follows:**2007****2006****2005**Income (Loss) BeforeProvision for Income Taxes $(626,549)$1,077,113$(2,486,072)Statutory rate 34%34%34%(213,027)366,218(845,264)Permanent differences (6,700)9,9009,800Research and developmentcredit - net (100,300)(93,400)(103,800)Expiration of contributioncarryforward--49,000Valuation allowance443,000--Adjustment to accrued income taxes(106,600)--Other (8,373)(9,218)(22,036)$8,000$273,500$(912,300)  Deferredtax assets (liabilities) consist of the following:

**2007****2006****Current: **Inventories $162,900$245,400Bad debts3,40025,500Unrealized gains onshort-term investments-(54,000)Accrued liabilities 76,200226,200Prepaid expense (23,600)(20,700)Net operating loss carryforward136,000102,000Total current deferred incometaxes354,900524,400**Noncurrent: **Depreciation and amortization 209,700239,900Research and developmentand other credit carryforwards 1,403,2001,251,300Net operating losscarryforward435,10082,200Contribution carryforward65,900-Directors stock optionplan 12,300-Other7,107-2,133,3071,573,400Valuation allowance(443,000)-Total long-term deferred income taxes1,690,3071,573,400**   Total **$2,045,207$2,097,800

The Company has availablea net operating loss carryforward of approximately $1,680,000 and a contributioncarryforward of approximately $194,000. The net operatingloss and research and development credit carryforwards will begin to expirein 2015. The valuation allowance was recorded in 2007 due to additional lossesand an increased likelihood of tax credits expiring before being utilized.

The Company's abilityto realize the entire benefit of its deferred tax assets requires that theCompany achieve certain future earning levels prior to the expiration of itsnet operating loss and research and development credit carryforwards. TheCompany could be required to record a valuation allowance for a portion orall of its deferred tax assets if market conditions deteriorate and futureearnings are below, or projected to be below, its current estimates. Becauseof the uncertainties involved with this significant estimate, it is reasonablypossible that the Company's estimate may change in the near term.

**9. EARNINGS PER COMMON SHARE**

The following tablesets forth the computation of basic and diluted earnings per share.**2007****2006****2005****Basic Income (Loss) Per Share **Income (Loss) availableto common stockholders $(649,412)$803,613$(1,573,772)Shares denominator 1,213,9841,211,2451,211,619Per share amount $(.53)$.66$(1.30)**Effect of Dilutive Securities **Average shares outstanding 1,213,9841,211,2451,211,629Stock options -34,937-1,213,9841,246,1821,211,629**Diluted Income (Loss) Per Share **Income (Loss) availableto common stockholders $(649,412)$803,613$(1,573,772)Per share amount $(.53)$.64$(1.30)

**10. EMPLOYEE BENEFIT PLANS**

The Companyhas a formula based profit sharing bonus plan for officers and key employees.For fiscal years ended September 30, 2007 and 2005, the formula produced nobonus distribution.In addition the Boardof Directors approved an additional bonus plan for fiscal year ended September30, 2006. The bonus distribution was determined by the Compensation Committeeof the Board of Directors. For fiscal year ended September 30, 2006, bonusexpense amounted to approximately $575,000.

The Companyhas a 401(k) Savings and Retirement Plan covering all full-time employees.Company contributions to the plan, including matching of employee contributions,are at the Company's discretion. For fiscal years ended September 30, 2007,2006 and 2005, the Company made no matching contributions to the plan.

The Companyterminated its deferred compensation plan during 2006 which permitted selectedmanagement and highly compensated employees to make tax deferred contributionsin the form of salary reductions. For fiscal years ended September 30, 2006and 2005, approximately $-0- and $7,500 respectively, were allocated by theparticipants to this plan and was included in "Accrued Payroll and RelatedExpenses." The funds were distributed to the plan participants in February2006.The Company does not provide any other post retirement benefitsto its employees.

**11. SEGMENT AND RELATED INFORMATION**

The Companyadopted SFAS No. 131, Disclosures about Segments of an Enterprise and RelatedInformation, which changes the way the Company reports the information aboutits operating segments.

The Company'sfour business units have a common management team and infrastructure. Theindicators and gauges unit has different technologies and customers than theother business units. Therefore, the business units have been aggregated intotwo reportable segments: 1.) indicators and gauges and 2.) automotive relateddiagnostic tools and equipment. The Company's management evaluates segmentperformance based primarily on operating earnings before taxes. Non-operatingitems such as interest income and interest expense are included in generalcorporate expenses. Depreciation expense on assets used in manufacturing areconsidered part of each segment's operating performance. Depreciation expenseon non-manufacturing assets are included in general corporate expenses.

*Indicatorsand Gauges*

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

*AutomotiveDiagnostic Tools and Equipment*

This segment consistsprimarily of products designed and manufactured to support the testing orservicing of automotive systems using electronic means to measure vehicleparameters. These products are sold to OEM's and to the aftermarket usingseveral brand names and a variety 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 primarilyby large manufacturers to monitor and control the "nut running process" (thecontrolled tightening of threaded fasteners) in assembly plants. This equipmentprovides high quality joint control and documentation.

*Informationby industry segment is set forth below:***Years Ended September30, ****2007****2006****2005****Net Sales **  Indicators and Gauges  $1,866,095 $2,024,122 $1,875,286Automotive Diagnostic Tools and Equipment 10,653,96613,853,5977,795,408 $12,520,061 $15,877,719 $9,670,694**Income (Loss) BeforeProvision for Income Taxes **Indicators and Gauges  $188,296 $356,615 $(4,735)Automotive DiagnosticTools and Equipment 468,2382,448,525(1,089,842)General CorporateExpenses (1,283,083)(1,728,027)(1,391,495) $(626,549) $1,077,113 $(2,486,072)

*Asset Information:***Years Ended September30, ****2007****2006****Identifiable Assets ** Indicators and Gauges  $779,534 $898,811Automotive Diagnostic Tools and Equipment 8,416,8467,227,331Corporate3,557,5103,981,096 $12,753,890 $12,107,238

*GeographicalInformation :*

Included inthe consolidated financial statements are the following amounts related togeographic locations:**Years Ended September30, ****2007****2006****2005****Revenue: **United States of America $12,245,924$14,518,239$9,348,925Australia48,88833,6292,115Canada 125,658684,225245,988Germany89,358617,85712,240Other foreign countries 10,23323,76961,426$12,520,061$15,877,719$9,670,694

All exportsales to Australia, Canada, Germany and other foreign countries are made inUnited States of America Dollars.

**12. TENDER OFFER**

On August11, 2004, the Company filed a Schedule 13E-3 withthe Securities and Exchange Commission in connection with a TenderOffer to purchase for cash all Class A common shares, $1 par value, held byholders of 99 or fewer shares as of the close of business on August 2, 2004.The purpose of the tender offer was generally to reduce the number of shareholdersof record to fewer than 300 to allow the Company to terminate its reportingobligations under the Securities Exchange Act of 1934. The Company paid $10per Class A common share properly tendered by eligible shareholders. Theoffer expired on December 15, 2004.

The Board of Directors and management pursued this offer underthe belief that the Company derives little benefit from the status of beinga public company. In addition, the costs associated with certain provisionsof the Sarbanes-Oxley Act, which are required to be in place in fiscal 2008 and 2009 becomeeven 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 Companyin annual accounting, legal and insurance costs for remaining public and couldsignificantly affect the size of the Board of Directors and the time managementwill be able to devote to operating the business. 

**13. QUARTERLY DATA (UNAUDITED)**

**First****Second****Third****Fourth****Net Sales **2007 $2,191,630$1,540,952$2,817,235$5,970,2442006 2,703,2243,613,4014,221,1595,339,9352005 2,064,8912,842,0812,761,1222,002,600**Gross Profit **2007 757,496387,2741,108,3342,474,5732006 1,227,9511,316,0352,000,2992,547,2752005 717,0761,258,8851,115,843545,460Income (Loss) before         cumulative effect of         change in accounting principle2007(375,881)(741,416)31,321451,4272006104,503(105,972)293,975511,1072005(483,758)(255,610)(342,537)(491,867)**Net Income (Loss) **2007 (1)(390,744)(741,416)31,321451,4272006 104,503(105,972)293,975511,1072005 (483,758)(255,610)(342,537)(491,867)Income (Loss) per Common Share before cumulative effect of changein accounting principleBasic2007(.31)(.61).02.382006.09(.09).24.422005(.40)(.21)(.28)(.41)Diluted2007(.31)(.61).02.382006.08(.09).24.412005(.40)(.21)(.28)(.41)**Net Income (Loss)per Common Share ****Basic **2007 (.32)(.61).02.382006 .09(.09).24.422005 (.40)(.21)(.28)(.41)**Diluted **2007 (.32)(.61).02.382006 .08(.09).24.412005   (.40)(.21)(.28)(.41)(1) Thefirst quarter 2007 includes a $14,863 charge from a change in accounting forstock-based compensation, net of tax of $8,000.

**SELECTEDFINANCIAL DATA**

**
**FORTHE YEARS ENDED SEPTEMBER 30**
**
|                                  | **2007**                                                  | **2006** | **2005** | **2004** | **2003** |
|----------------------------------|-----------------------------------------------------------|----------|----------|----------|----------|
|                                  |                                                           |
|                                  | (In Thousands of Dollars, except per share amounts)  |
|                                  |                                                           |          |          |          |          |
| Net Sales                   | $                                                    | 12,520   | $   | 15,878   | $   | 9,671 | $  | 15,721 | $  | 11,038 |
|                                  |                                                           |          |          |          |          |
| Net Income (Loss)           | $                                                    | (649)    | $   | 804      | $   | (1,574) | $  | 660 | $  | (1,773) |
|                                  |                                                           |          |          |          |          |
| Working Capital             | $                                                    | 5,950    | $   | 6,790    | $   | 6,127 | $  | 7,654 | $  | 6,611 |
|                                  |                                                           |          |          |          |          |
| Total Assets                | $                                                    | 12,754   | $   | 12,107   | $   | 10,373 | $  | 11,715 | $  | 10,380 |
|                                  |                                                           |          |          |          |          |
| Long-term Debt              | $                                                    | -0-      | $   | -0-      | $   | -0- | $  | -0- | $  | -0- |
|                                  |                                                           |          |          |          |          |
| Total Stockholders'Equity   | $                                                    | 8,459    | $   | 9,256    | $   | 8,565 | $  | 10,106 | $  | 9,458 |
|                                  |                                                           |          |          |          |          |
| Net Income (Loss)Per Share  | $                                                    | (.53)    | $   | .66      | $   | (1.30) | $  | .54 | $  | (1.45) |
|                                  |                                                           |          |          |          |          |
| Dividends Declared          |                                                           |          |          |          |          |
|                                  |                                                           |          |          |          |          |
| Per Share:                  |                                                           |          |          |          |          |
|                                  |                                                           |          |          |          |          |
| Class A                     | $                                                    | .10      | $   | -0-      | $   | .10 | $  | -0- | $  | -0- |
|                                  |                                                           |          |          |          |          |
| Class B                     | $                                                    | .10      | $   | -0-      | $   | .10 | $  | -0- | $  | -0- |
|                                  |                                                           |          |          |          |          |
| Stockholders' Equity        |                                                           |          |          |          |          |
|                                  |                                                           |          |          |          |          |
| Per Share:                  | $                                                    | 6.92     | $   | 7.64     | $   | 7.07 | $  | 8.30 | $  | 7.75 |
|                                  |                                                           |          |          |          |          |
| Return on Sales             | (5.2%)                                                    | 5.1%     | (16.3%)  | 4.2%     | (16.1%)  |
|                                  |                                                           |          |          |          |          |
| Return on Assets            | (5.2%)                                                    | 7.2%     | (14.3%)  | 6.0%     | (15.6%)  |
|                                  |                                                           |          |          |          |          |
| Return on Equity            | (7.3%)                                                    | 9.0%     | (16.9%)  | 6.7%     | (17.1%)  |
|                                  |                                                           |          |          |          |          |
| Closing Stock Price         | $                                                    | 12.75    | $   | 5.90     | $   | 4.80 | $  | 5.30 | $  | 4.10 |
|                                  |                                                           |          |          |          |          |

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

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

As of September 30, 2007,an evaluation was performed, under the supervision and with the participationof the Company's management, including the Company's Chief Executive Officeralong with the Company's Senior Vice President, Finance and Chief FinancialOfficer, of the effectiveness of the design and operation of the Company'sdisclosure controls and procedures. Based upon that evaluation, the Company'smanagement, including the Chief Executive Officer along with the Company'sSenior Vice President, Finance and Chief Financial Officer, concluded thatthe Company's disclosure controls and procedures were effective as of September30, 2007 in ensuring that information required to be disclosed by the Companyin the reports it files and submits under the Exchange Act (1)is recorded,processed, summarized and reported, within the time periods specified in theCommission's rules and forms, and (2) is accumulated and communicated tothe Company's management, including its principal executive and principalfinancial officer, as appropriate to allow timely decisions regarding requireddisclosure. There were no changes in the Company's internal controls overfinancial reporting during the fourth fiscal quarter ended September 30, 2007that have materially affected, or are reasonably likely to materially affectthe Company's internal control over financial reporting.

**ITEM8B.****OTHER INFORMATION**

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**
**PART III**
**

**ITEM9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATEGOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT**

The informationrequired by this Item 9as to the Directors of the Company is incorporatedherein by reference to the information set forth under the caption "InformationConcerning Nominees for Directors" in the Company's definitive Proxy Statementfor the Annual Meeting of Shareholders to be held on February 20, 2008, sincesuch Proxy Statement will be filed with the Securities and Exchange Commissionnot later than 120 days after the end of the Company's fiscal year pursuantto Regulation 14A. Information required by this Item 9 as to the ExecutiveOfficers of the Company is included in Part I of this Annual Report on Form10-KSB. Information required by this Item as to the Audit Committee, the AuditCommittee financial expert, the procedures for recommending nominees to theBoard of Directors and compliance with Section 16(a) of the Exchange Actis incorporated herein by reference to the information set forth under thecaptions "Information Regarding Meetings and Committees of the Board of Directors"and "Section 16(a)Beneficial Ownership Compliance" in the Company's definitiveProxy Statement for the Annual Meeting of Shareholders to be held on February20, 2008. 

The Company hashistorically operated under informal ethical guidelines, under which the Company'sprincipal executive, financial, and accounting officers, are held accountable.In accordance with these guidelines, the Company has always promoted honest,ethical and lawful conduct throughout the organization and has adopted a written Code of Ethics for the Chief ExecutiveOfficer and Chief Financial Officer.In addition, the Companyadopted and the Board of Directors approved a written Code of Business Conductfor all officers and employees. The Company also implemented a system toaddress the "Whistle Blower" provision of the Sarbanes-Oxley Act of 2002.

**ITEM 10. EXECUTIVE COMPENSATION**

The informationrequired by this Item 10 is incorporated by reference to the information setforth under the caption "Executive Compensation" in the Company's definitiveProxy Statement for the Annual Meeting of Shareholders to be held on February20, 2008, since such Proxy Statement will be filed with the Securities andExchange Commission not later than 120 days after the end of the Company'sfiscal year pursuant to Regulation 14A.

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

EquityCompensation Plan Information

The following table providesinformation as of September 30, 2007 with respect to compensation plans (includingindividual compensation arrangements) under which Common Stock of the Companyis 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 outstandingoptions, warrants and rights Weighted average exercise price of outstanding options, warrantsand rights Number of securities remaining available for future issuance underequity compensation plans (excluding securities reflected in column (a)) 

________________________________________________________________________________Equity compensationplans approved by security holders 132,150 $5.35 62,200 Equity compensationplans not approved by security holders    -   -    -         Total  132,150  62,200

Other informationrequired by this Item 11 is incorporated byreference to the information set forth under the captions "Principal Shareholders"and "Share Ownership of Directors and Officers" in the Company's definitiveProxy Statement for the Annual Meeting of Shareholders to be held on February20, 2008, since such Proxy Statement will be filed with the Securities andExchange Commission not later than 120 days after the end of the Company'sfiscal year pursuant to Regulation 14A.

**ITEM 12. CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**

The informationrequired by this Item 12 is incorporated by reference to the information setforth under the caption "Transactions with Management" in the Company's definitiveProxy Statement for the Annual Meeting of Shareholders to be held on February20, 2008, since such Proxy Statement will be filed with the Securities andExchange Commission not later than 120 days after the end of the Company'sfiscal year pursuant to Regulation 14A.

****

**ITEM 13. EXHIBITS**

(a) (1)FINANCIAL STATEMENTS

The following ConsolidatedFinancial Statements of the Registrant and its subsidiaries are included inPart II, Item 7:**PAGE **Report of IndependentRegistered Public Accounting FirmF-1Consolidated BalanceSheet - As of September 30, 2007 and 2006F-2Consolidated Statementof Income - Years Ended September 30, 2007, 2006 and 2005F-4Consolidated Statementof Stockholders' Equity and Comprehensive Income - Years Ended September 30,2007, 2006 and 2005F-5Consolidated Statementof Cash Flows - Years Ended September 30, 2007, 2006 and 2005F-6Notes to ConsolidatedFinancial StatementsF-8

(a) (2)FINANCIAL STATEMENT SCHEDULES

The followingConsolidated Financial Statement Schedules of the Registrant and its subsidiariesare included in Item 13hereof.

SEQUENTIAL PAGE   Report of IndependentRegistered Public Accounting Firm as to Schedules Schedule VIII-Valuationand Qualifying Accounts Schedule IX-Short-termBorrowings 

All otherschedules for which provision is made in the applicable accounting regulationof the Securities and Exchange Commission are not required under the relatedinstructions or are inapplicable, and therefore have been omitted.

(a) (3)EXHIBITS

Referenceis made to the Exhibit Index set forth herein.

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

The information requiredby this Item 14 is incorporated by reference to the information set forthunder the caption "Independent Public Accountants" in the Company's definitiveProxy Statement for the Annual Meeting of Shareholders to be held on February20, 2008, since such Proxy Statement will be filed with the Securities andExchange Commission not later than 120 days after the end of the Company'sfiscal year pursuant to Regulation 14A.

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**
**SIGNATURES**
**

In accordance with Section13 or 15(d) of the Exchange Act, the Registrant caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.   HICKOK INCORPORATED            
By:/s/ Robert L. Bauman RobertL. Bauman Presidentand Chief Executive Officer       Date: December 26, 2007 

Inaccordance with the Exchange Act, this report has been signed below by thefollowing persons on behalf of the Registrant and in the capacities indicatedand on the 26th day of December,2007: 

| **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             |                                                 |

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

| 3(a)   | Articles of Incorporation and Code of Regulations.*                                                                                                                                                                                                                                         |  |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
|             |                                                                                                                                                                                                                                                                                                  |  |
| 3(b)   | Amendment to Articles of Incorporation (incorporated herein byreference to the Company's Annual Report on Form 10-K for the fiscal yearended 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 byreference to the appropriate exhibit to the Company's Form 8-K as filed withthe Commission on September 29, 2006) effective through February 28, 2008. |  |
|             |                                                                                                                                                                                                                                                                                                  |  |
| 10(a)(ii)   | Commercial Note, dated March 27, 2006, by and between the Companyand National City Bank (incorporated herein by reference to the appropriateexhibit to the 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 Companyand National City Bank (incorporated herein by reference to the appropriateexhibit 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, byand between the Company and National City Bank (incorporated herein by referenceto the appropriate exhibit to the Company's Form 8-K as filed with the Commissionon March 31, 2006) effective through February 28, 2007.     |  |
|             |                                                                                                                                                                                                                                                                                                  |  |
| 10(a)(v)    | Business Loan Agreement, dated February 28, 2006, by and betweenthe Company and Huntington National Bank(incorporated herein byreference to the appropriate exhibit to the Company's Form 8-K as filed withthe Commission on March 6, 2006) effective through April 30, 2006.                    |  |
|             |                                                                                                                                                                                                                                                                                                  |  |
| 10(a)(vi)   | Change in Terms Agreement, dated February 28, 2006, by and betweenthe Company and Huntington National Bank(incorporated herein byreference to the appropriate exhibit to the Company's Form 8-K as filed withthe Commission on March 6, 2006) effective through April 30, 2006.                  |  |
|             |                                                                                                                                                                                                                                                                                                  |  |
| 10(b)  | Hickok Incorporated 1997 Outside Directors Stock Option Plan (incorporatedherein by reference to the appropriate exhibit to the Company's RegistrationStatement on Form S-8 as filed with the Commission on September 17, 1998).                                                            |  |
|             |                                                                                                                                                                                                                                                                                                  |  |
| 10(c)  | Hickok Incorporated 1997 Key Employees Stock Option Plan (incorporatedherein by reference to the appropriate exhibit to the Company's RegistrationStatement on Form S-8 as filed with the Commission on September 17, 1998).                                                                |  |
|             |                                                                                                                                                                                                                                                                                                  |  |
| 10(d)  | Hickok Incorporated 2000 Outside Directors Stock Option Plan (incorporatedherein by reference to the appropriate exhibit to the Company's RegistrationStatement on Form S-8 as filed with the Commission on June 6, 2001).                                                                  |  |
|             |                                                                                                                                                                                                                                                                                                  |  |
| 10(e)  | Hickok Incorporated 2000 Key Employees Stock Option Plan (incorporatedherein by reference to the appropriate exhibit to the Company's RegistrationStatement on Form S-8 as filed with the Commission on June 6, 2001).                                                                      |  |
|             |                                                                                                                                                                                                                                                                                                  |  |
| 10(f)       | Hickok Incorporated 2003 Outside Directors Stock Option Plan (incorporatedherein by reference to the appropriate exhibit to the Company's RegistrationStatement on Form S-8 as filed with the Commission on June 9, 2005).                                                                       |  |
|             |                                                                                                                                                                                                                                                                                                  |  |
| 11          | Computation of Net Income Per Common Share.                                                                                                                                                                                                                                                 |  |
|             |                                                                                                                                                                                                                                                                                                  |  |
| 14          | Hickok Incorporated FinancialCode of Ethics for the Chief Executive Officer and Specified Financial Officers.                                                                                                                                                                                    |  |
|             |                                                                                                                                                                                                                                                                                                  |  |
| 21          | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                             |  |
|             |                                                                                                                                                                                                                                                                                                  |  |
| 23          | Consent of Independent RegisteredPublic 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 the Chief Executive Officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002.                                                                                                                                             |  |
|             |                                                                                                                                                                                                                                                                                                  |  |
| 32.2        | Certification by the Chief Financial Officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002.                                                                                                                                             |  |

*Referenceis made to the Company's basic documents filed as Exhibits 3(a) and 3(b) tothe Company's Registration Statement on Form S-1, dated September 1, 1959,as supplemented by Amendments 1 and 2 thereto, dated respectively October15, 1959, and October 19, 1959 (the October 15, 1959 amendment containingan Amendment to Articles of Incorporation, dated September 29, 1959) and suchexhibits are hereby incorporated by reference herein.

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

To the Shareholdersand Board of DirectorsHickok IncorporatedCleveland, Ohio

We have audited the consolidatedfinancial statements of HICKOK INCORPORATED (the "Company") as of September30, 2007 and 2006, and for each of the years in the three-year period endedSeptember 30, 2007, and have issued our report thereon dated November 29,2007; such consolidated financial statements and report are included in Part II, Item 7ofthis Form 10-KSB. Our audits also included the consolidated financial statementschedules ("schedules") of the Company listedinitem 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 the basic financial statementstaken as a whole, present fairly in all material respects the informationset forth therein.      

/s/ Meaden& Moore, Ltd.

MEADEN &MOORE, Ltd.Certified PublicAccountants   

November 29, 2007Cleveland, 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, 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                                                  Year Ended September 30, 2007                                                  ------------------------------ Reserve for doubtful accounts       $  75,000    $ (69,686) (1)    $      - (2)     $ (4,686) (3)     $  10,000 Reserve for inventory obsolescence  $ 675,000    $ 106,259         $      -         $ 309,259 (4)     $ 472,000(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.
```

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```
                                              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, 2005                                          -----------------------------   Note Payable to Bank           $  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%                                          Year Ended September 30, 2007                                          -----------------------------   Note Payable to Bank (1)       $1,947,700       7.69%       $1,947,700        $ 534,575              7.78%(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.
```