**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-K**





þ
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                the fiscal year ended**December
                31, 2006**ORo
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934





Commission
      file number: **000-27926**




**ICON
      Cash Flow Partners L.P. Seven**


(Exact
      name of registrant as specified in its charter)




**Delaware**
            
            **13-3835387**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)**100
                Fifth Avenue, 4****th****Floor**
              **New
                York, New York**
            
            **10011**(Address
                of principal executive offices)
            
            (Zip
                Code)





**(212)
      418-4700**


(Registrant’s
      telephone number, including area code)




Securities
      registered pursuant to Section 12(b) of the Act: **None**




Securities
      registered pursuant to Section 12(g) of the Act: Units of Limited Partnership
      Interests




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.


Yes
ྑ
No þ




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Exchange Act.


Yes
༂
No þ




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes þ No
ྑ




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K.


Y es þ No
ྑ




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.


Large
      accelerated filer ྑ Accelerated
      filer ྑ Non-accelerated
      filer þ




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Y es
ྑ
No þ




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      last sold, or the average bid and asked price of such common equity, as of
      the
      last day of the registrant’s most recently completed second fiscal quarter: **Not
      applicable.**




There
      is
      no established market for shares of the registrant.




Number
      of
      outstanding limited partnership units of the Registrant on February 28, 2007
      is
      987,348.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None.













**Table
                  of Contents****Pages****PART
                  I**
              **1****Item
                  1. Business**
              **1****Item
                  1A. Risk Factors**
              **4****Item
                  1B. Unresolved Staff
                  Comments**
              **6****Item
                  2. Properties**
              **7****Item
                  3. Legal Proceedings**
              **7****Item
                  4. Submission of Matters to a Vote of Security
                  Holders**
              **7****PART
                  II**
              **7****Item
                  5. Market for the Registrant's Securities and Related
                  Security Holder Matters**
              **7****Item
                  6. Selected Consolidated Financial
                  Data**
              **8****Item
                  7. General Partner's Discussion and Analysis of
                  Financial Condition and****Results
                  of Operations**
              **9****Item
                  7A. Qualitative and Quantitative Disclosures About
                  Market Risk**
              **17****Item
                  8. Consolidated Financial Statements and Supplementary
                  Data**
              **18****Item
                  9.****Changes
                  in and Disagreements with Accountants on Accounting and****Financial
                  Disclosure**
              **42****Item
                  9A. Controls and
                  Procedures**
              **42****Item
                  9B. Other Information**
              **42****PART
                      III**
              **43****Item
                  10. Directors and Executive Officers of the
                  Registrant's General Partner**
              **43****Item
                  11. Executive Compensation**
              **45****Item
                  12. Security Ownership of Certain Beneficial Owners
                  and General****Partner
                  and Related Security Holder
                  Matters**
              **46****Item
                  13. Certain Relationships and Related
                  Transactions**
              **46****Item
                  14. Principal Accountant Fees and
                  Services**
              **46****PART
                  IV**
              **47****Item
                  15. Exhibits and Financial Statement
                  Schedules**
              **47****SIGNATURES**
              **48**












**PART
      I**





**Forward-Looking
      Statements**





Certain
      statements within this Annual Report on Form 10-K may constitute forward-looking
      statements within the meaning of the Private Securities Litigation Reform Act
      of
      1995 (“PSLRA”). These statements are being made pursuant to the PSLRA, with the
      intention of obtaining the benefits of the “safe harbor” provisions of the
      PSLRA, and, other than as required by law, we assume no obligation to update
      or
      supplement such statements. Forward-looking statements are those that do not
      relate solely to historical fact. They include, but are not limited to, any
      statement that may predict, forecast, indicate or imply future results,
      performance, achievements or events. You can identify these statements by the
      use of words such as “may,” “will,” “could,” “anticipate,” “believe,”
“estimate,” “expects,” “intend,” “predict” or “project” and variations of these
      words or comparable words or phrases of similar meaning. These forward-looking
      statements reflect our current beliefs and expectations with respect to future
      events and are based on assumptions and are subject to risks and uncertainties
      and other factors outside our control that may cause actual results to differ
      materially from those projected.





**Item
      1. Business******





**Our
      History**




ICON
      Cash
      Flow Partners L.P. Seven (the “Partnership”) was formed on May 23, 1995 as a
      Delaware limited partnership. The Partnership will continue until December
      31,
      2015, unless terminated sooner. When used in this report, the terms “we,” “us,”
and “our” refer to the Partnership.




Our
      General Partner is ICON Capital Corp. (our “General Partner”), a Connecticut
      corporation. Our General Partner manages and controls our business affairs,
      including, but not limited to, our equipment leases and financing transactions,
      under the terms of our limited partnership agreement (our “LP Agreement”).




Our
      maximum offering was $100,000,000 and we commenced business operations on our
      initial closing date, January 19, 1996 with the admission of 26,368 limited
      partnership units representing $2,636,795 of capital contributions. Between
      January 20, 1996 and September 16, 1998, the date of our final closing, 973,629
      additional limited partnership units were sold representing $97,362,886 of
      capital contributions bringing the total admission to 999,997 limited
      partnership units representing $99,999,681 of capital contributions. In the
      period from September 17, 1998 through December 31, 2006 we redeemed 12,619
      limited partnership units. At December 31, 2006 we had 987,378 limited
      partnership units outstanding.




**Our
      Business**




We
      operate as an equipment leasing program in which the capital our partners
      invested was pooled together to make investments, pay fees and establish a
      small
      reserve. We primarily acquired equipment subject to lease, and, to a lesser
      degree, acquired ownership rights to items of leased equipment at lease
      expiration. Some of our equipment leases were acquired for cash and provided
      current cash flow, which we refer to as “income” leases. For our other equipment
      leases, we financed the majority of the purchase price. We refer to these leases
      as “growth” leases. These growth leases generated little or no current cash flow
      because substantially all of the rental payments received from the lessee
      serviced the indebtedness associated with acquiring or financing the lease.
      For
      these leases, we anticipated that the future value of the leased equipment
      would
      exceed our cash portion of the purchase price.






1







We
      divide
      the life of the program into three distinct phases:




(1) *Offering
      Period* :
      We
      invested most of the net proceeds from the sale of limited partnership units
      in
      items of equipment subject to a lease. The offering period ended September
      16,
      1998.




(2) *Reinvestment
      Period* :
      After
      the close of the offering period, we continued to reinvest the cash generated
      from our initial investments to the extent that cash was not needed for our
      expenses, reserves and distributions to our partners. The reinvestment period
      ended on November 9, 2002.




(3) *Disposition
      Period* :
      Since
      the end of the reinvestment period, we have been selling our assets in the
      ordinary course of business. If our General Partner believes it would benefit
      our partners to reinvest the proceeds received from our investments in
      additional investments during the disposition period, we may do so, but our
      General Partner will not receive any additional acquisition fees in connection
      with such reinvestments. Our goal was to complete the disposition period in
      three years after the end of the reinvestment period, but it is taking longer
      to
      do so.






On
      November 10, 2002, we began our disposition period. During our disposition
      period, we have continued to distribute substantially all distributable cash
      from operations and equipment sales to our partners and are continuing the
      orderly termination of our operations and affairs.






At
      December 31, 2006 and 2005, we had total assets of $7,807,202 and $15,253,325,
      respectively. For the year ended December 31, 2006, our revenue from rental
      income and finance income was $350,000, which included one lessee that accounted
      for approximately 100% of our rental income and finance income. We had a net
      loss for the year ended December 31, 2006 of $371,172. For the year ended
      December 31, 2005, our revenue from rental income and finance income was
      $601,928 which included one lessee that accounted for approximately 100% of
      our
      rental income and finance income. We had net income for the year ended December
      31, 2005 of $2,856,126. For the year ended December 31, 2004, our revenue from
      rental income and finance income was $453,152 which included two lessees that
      accounted for approximately 77% of our rental income and finance income. We
      had
      a net loss for the year ended December 31, 2004 of $10,242,221.




At
      December 31, 2006, our current portfolio, which we hold either directly or
      through joint venture investments with affiliates and others, consists primarily
      of the following equipment :





*Mobile
      Off-Shore Drilling Rig*





·
            We
                originally acquired 100% of the Class C limited partnership interest
                in
                the North Sea (Connecticut) Limited Partnership (“North Sea”), giving us a
                50% interest in a mobile offshore drilling rig subject to lease with
                an
                oil rig charterer (the “Charterer”). The charter had a monthly rental of
                approximately $436,000 that was paid semi-annually and was scheduled
                to
                expire on March 15, 2008. The original purchase price for the Class
                C
                limited partnership interest was approximately $14,726,000, consisting
                of
                approximately $12,325,000 in cash and approximately $2,401,000 of
                non-recourse debt.





We
      currently have a right in and to 87.65% of the profits, losses and cash flows
      from our Class C limited partnership interest in North Sea. During November
      2004
      and February 2005, we assigned 6.64% and 5.71%, respectively, of our rights
      in
      and to the profits, losses and cash flows from our Class C limited partnership
      interest to several of our affiliates as repayment under the terms of a
      contribution agreement we entered into with such affiliates in connection with
      the line of credit we had with Comerica Bank.






2






On
      October 5, 2005, the Charterer notified the owner trustee of the rig that an
      "Event of Loss" occurred with respect to the rig in September 2005 as a result
      of Hurricane Rita. The charter provides that the Charterer will pay to the
      lender (and upon satisfaction of all of the debt outstanding, to the owner
      trustee on behalf of North Sea) an amount equal to the "Stipulated Loss Value"
      of the rig. The "Stipulated Loss Value" for the rig will be determined according
      to the terms of the charter between the Charterer and the owner trustee of
      the
      rig. The “Stipulated Loss Value” is defined as the sum of (i) the charter hire
      payment payable on the first charter hire payment date following an “Event of
      Loss”, (ii) the present value of the remaining charter hire payments due to the
      lender and (iii) the present value of the fair market value of the rig at the
      end of the charter, as determined by the appraisal procedure under the charter.
      As permitted by and in compliance with the terms and conditions of the
      Partnership’s limited partnership agreement, an affiliate of our General Partner
      financed and has agreed to continue to finance, on behalf of the Class C limited
      partner’s interest, certain costs and expenses that have been and may be
      incurred by North Sea. These advances will be repaid from any monies received
      for the "Stipulated Loss Value".





Prior
      to
      North Sea initiating the appraisal procedure on November 29, 2005, the Charterer
      commenced a declaratory judgment action in Texas State Court requesting that
      the
      court declare, among other things, that "Stipulated Loss Value" should be
      determined by "the value estimated in advance" of the renewal term of the
      charter, which amount was never documented or agreed by the parties. North
      Sea
      immediately filed a counterclaim against the Charterer to, among other things,
      have the charter enforced in accordance with its terms, and the owner trustee
      of
      the rig initiated the appraisal procedure required under the charter. The
      appraisal procedure has been completed and it was determined that the
      "Stipulated Loss Value" of the rig at the end of the charter was
      aproximately $80,235,000.




On
      or
      about May 22, 2006, the Charterer paid (i) the March 2006 charter hire payment
      and (ii) the component of the “Stipulated Loss Value” of the rig represented by
      the present value of the remaining charter hire payments due to the lender,
      which amounts were used to fully satisfy the approximately $9,300,000 of
      outstanding non-recourse debt on the rig. On May 31, 2006, we received a
      distribution of $3,951,064 with respect to our limited partnership interest
      in
      North Sea, which distribution was net of the repayment by North Sea of all
      of
      the outstanding obligations owed by North Sea to the affiliate of our General
      Partner (the “Distribution”). The Distribution represented our portion
      of aproximately $10,942,000 in net insurance proceeds that Rowan agreed to
      distribute to North Sea with respect to the rig. The insurance proceeds received
      by North Sea neither represents the full amount of the insurance proceeds,
      nor
      the final amount of the “Stipulated Loss Value” of the rig, that North Sea
      expects to receive in accordance with the terms of the charter.





On
      September 1, 2006, the Charterer and North Sea each filed motions for complete
      summary judgment. Oral argument on the motions occurred on November 7, 2006.
      On
      January 24, 2007, the Texas State Court issued a preliminary order granting
      of
      all of North Sea’s summary judgment motions and denying all of the Charterer’s
      summary judgment motions. In addition, the Court ordered the Charterer to pay
      North Sea the approximately $60 million and interest that North Sea claimed
      as
      its damages. On March 7, 2007, the Texas State Court issued its final judgment
      and an order of severance and consolidation with respect to the parties’ summary
      judgment motions. In its final judgment, the Texas State Court (i) granted
      all
      of North Sea’s summary judgment motions that support the Court’s related order
      for the Charterer to pay North Sea the approximately $60 million and interest
      that North Sea claimed as its damages, as well as $500,000 in attorneys’ fees,
      (ii) denied all of North Sea’s other summary judgment motions, except for those
      that were severed pursuant to the order of severance and consolidation, and
      (iii) denied all of the Charterer’s summary judgment motions.





While
      it
      is not possible at this stage to determine the likelihood of the outcome of
      the
      litigation, we and the other North Sea partners believe that the Court’s
      decision is correct and we are working with the other North Sea partners to
      vigorously pursue our claims and defend the Court’s decision in any appeal
      brought by the Charterer. Although the court initially ruled in our favor,
      the
      outcome of any appeal is uncertain. The appeals process may span several months
      - possibly even several years, during such time we expect to incur additional
      expenses and legal fees. If the Texas State Court’s decision is reversed on
      appeal, the matter will be remanded to the Texas State Court and could proceed
      to trial, which would further delay a resolution of the dispute. A trial will
      require us and the other North Sea partners to devote significant resources,
      including substantial time and money, to the pursuit of North Sea’s claims.
      There is no certainty that a trial will result in a favorable verdict. If the
      Charterer prevails on appeal, it is anticipated that such a verdict would have
      a
      material adverse effect on the cash available for distribution to our partners.





3




*Air
      Transportation Equipment:*





·
            We
                have a 100% interest in 34 Boeing 737 rotables and 45 Airbus A310
                rotables. These assets are currently off lease and are being actively
                remarketed.




For
        a
        discussion of our lease and other significant transactions for the years
        ended
        December 31, 2006, 2005 and 2004, please refer to “Item 7. General Partner’s
        Discussion and Analysis of Financial Condition and Results of
        Operations.”


**Segment
      Information**




We
      have
      only one operating segment: the business of acquiring and managing equipment
      subject to leases with companies that we generally believe to be
      creditworthy.





**Competition**





The
      equipment leasing industry is highly competitive. When seeking to dispose of
      our
      assets, we compete with leasing companies, manufacturers that lease their
      products directly, equipment brokers and dealers and financial institutions,
      including commercial banks and insurance companies.  Many competitors are
      larger than us and have greater financial resources than we do.





**Employees**





We
      have
      no direct employees. Our General Partner has full and exclusive control over
      our
      management and operations.





**Available
      Information**





Our
      Annual Report on Form 10-K and our most recent Quarterly Reports on Form 10-Q
      and amendments to those reports, if any, and our Current Reports on Form 8-K
      and
      any amendments to those reports are available free of charge on our General
      Partner’s internet website at http://www.iconcapital.com as soon as reasonably
      practicable after such reports are electronically filed with or furnished to
      the
      Securities and Exchange Commission (the “SEC”). Our reports
      are contained on our General Partner’s website is not deemed part of this
      Annual Report on Form 10-K. This information is also available on the SEC’s
      website, at http://www.sec.gov.





**Item
      1A. Risk Factors**





Our
      operations are subject to a number of risks. You should carefully read and
      consider these risks, together with all other information in this Annual Report
      on Form 10-K. If any of the following risks actually occur, our business,
      operating results and financial condition could be adversely
      affected.




**Our
      General Partner’s decisions are subject to conflicts of interest with
      us.**




Our
      General Partner’s decisions could be subject to various conflicts of interest
      arising out of its relationship to us and its affiliates. Our General Partner
      could be confronted with decisions in which it will have an economic incentive
      to place its interests above ours. Our General Partner sponsors and currently
      manages five other equipment leasing businesses. See “Item 13. Certain
      Relationships and Related Transactions.” These conflicts may
      include:




·
            Our
                LP Agreement does not prohibit our General Partner from competing
                with us
                for equipment acquisitions and engaging in other types of
                business;


·
            Our
                General Partner will have opportunities to earn fees for referring
                a
                prospective acquisition opportunity to purchasers other than
                us;


·
            Our
                General Partner may receive fees in connection with the turnover
                of our
                equipment portfolio;


·
            The
                lack of separate legal representation for us and our General Partner
                and
                lack of arm’s-length negotiations regarding compensation payable to our
                General Partner;


·
            Our
                General Partner is our tax matters partner and is able to negotiate
                with
                the IRS to settle tax disputes that would bind us and our partners
                that
                might not be in your best interest given your individual tax situation;
                and


·
            Our
                General Partner can make decisions as to when and whether to sell
                a
                jointly-owned asset when the co-owner is another business it
                manages.






4






**If
      the value of the equipment in our portfolio declines more rapidly than we
      anticipate, our financial performance may be adversely
      affected.**





A
      significant part of the value of our equipment is the potential value of the
      equipment once the lease term expires (“residual value”). Generally, leased
      equipment is expected to decline in value over its useful life. In acquiring
      equipment, we assume a residual value for the equipment at the end of the lease
      which, when combined with lease payments, is expected to be enough to return
      the
      cost of our investment in the equipment and provide a profit despite the
      expected decline in equipment value over the lease term. However, the residual
      value of the equipment at the end of a lease, and whether that value meets
      our
      expectations, depends, to a significant extent, upon the following factors,
      many
      of which are beyond our control:





·
            our
                ability to acquire or, to a lesser degree, enter into lease agreements
                that preserve or enhance the relative value of the
                equipment;


·
            our
                ability to maximize the value of the equipment upon its sale or re-lease
                when the lease expires;


·
            market
                conditions prevailing at the time the lease
                expires;


·
            the
                cost of new equipment at the time we are remarketing used
                equipment;


·
            the
                extent to which technological or regulatory developments during the
                lease
                term reduce the market for such used
                equipment;


·
            the
                strength of the economy; and


·
            the
                condition of the equipment when the lease
                expires.





**Our
      General Partner’s officers and employees manage other businesses and do not
      devote their time exclusively to managing us and our
      business.**




We
        do not
        employ our own full-time officers, managers or employees. Instead, our General
        Partner supervises and controls our business affairs. Our General Partner’s
        officers and employees also spend time supervising the affairs of other
        equipment leasing programs it manages, so they devote the amount of time
        they
        think is necessary to conduct our business, which may not be the same amount
        of
        time that would be devoted to us if we had separate officers and
        employees.




**Our
      internal controls over financial reporting may not be effective and our
      independent registered public accounting firm may not be able to certify as
      to
      their effectiveness, which could have a significant and adverse effect on our
      business.**




Our
      General Partner is evaluating our internal controls over financial reporting
      in
      order to allow management to report on, and our independent registered public
      accounting firm to attest to, our internal controls over financial reporting,
      as
      required by Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and
      the
      rules and regulations of the SEC thereunder, which we refer to as “Section 404.”
Our General Partner is in the process of documenting and testing our internal
      control procedures in order to satisfy the requirements of Section 404, which
      requires annual management assessments of the effectiveness of our internal
      controls over financial reporting and a report by our independent registered
      public accountants addressing these assessments. During the course of our
      testing, our General Partner may identify deficiencies that it may not be able
      to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act
      for
      compliance with the requirements of Section 404. We expect that we will be
      required to comply with the requirements of Section 404 and issue management’s
      report on our internal controls in connection with our Annual Report on Form
      10-K for our fiscal year ending December 31, 2007. In addition, if we fail
      to






5






achieve
      and maintain the adequacy of our internal controls, as such standards are
      modified, supplemented or amended from time to time, we may not be able to
      ensure that we can conclude on an ongoing basis that we have effective internal
      controls over financial reporting in accordance with Section 404. We cannot
      be
      certain as to the timing of completion of our evaluation, testing and any
      remediation actions or the impact of the same on our operations. If we are
      not
      able to implement the requirements of Section 404 in a timely manner or with
      adequate compliance, our independent registered public accounting firm may
      not
      be able to certify as to the effectiveness of our internal control over
      financial reporting in connection with our Annual Report on Form 10-K for the
      year ending December 31, 2008, and we may be subject to sanctions or
      investigation by regulatory authorities, such as the SEC. As a result, we may
      be
      required to incur costs in improving our internal control system and the hiring
      of additional personnel. Any such action could negatively affect our results
      of
      operations.




**Adverse
      resolution of and the costs associated with pending litigation could have a
      material adverse effect on our operating results and financial
      condition.**





On
      October 5, 2005, the Charterer of the mobile offshore drilling rig in which
      we
      have an interest notified the owner trustee of the rig that an "Event of Loss"
      occurred with respect to the rig in September 2005 as a result of Hurricane
      Rita. The charter provides that, upon an “Event of Loss” of the rig, the
      Charterer will pay an amount equal to the "Stipulated Loss Value" of the rig.
      On
      November 29, 2005, the Charterer commenced a declaratory judgment action in
      Texas State Court requesting that the court declare, among other things, that
      "Stipulated Loss Value" should be determined by "the value estimated in advance"
      of the renewal term of the charter, which amount was never documented or agreed
      by the parties. North Sea immediately filed a counterclaim against the Charterer
      to, among other things, have the charter enforced in accordance with its terms,
      and the owner trustee of the rig initiated the appraisal procedure required
      under the charter.





On
      September 1, 2006, the Charterer and North Sea each filed motions for complete
      summary judgment. Oral argument on the motions occurred on November 7, 2006.
      On
      January 24, 2007, the Texas State Court issued a preliminary order granting
      of
      all of North Sea’s summary judgment motions and denying all of the Charterer’s
      summary judgment motions. In addition, the Court ordered the Charterer to pay
      North Sea the approximately $60 million and interest that North Sea claimed
      as
      its damages. On March 7, 2007, the Texas State Court issued its final judgment
      and an order of severance and consolidation with respect to the parties’ summary
      judgment motions. In its final judgment, the Texas State Court (i) granted
      all
      of North Sea’s summary judgment motions that support the Court’s related order
      for the Charterer to pay North Sea the approximately $60 million and interest
      that North Sea claimed as its damages, as well as $500,000 in attorneys’ fees,
      (ii) denied all of North Sea’s other summary judgment motions, except for those
      that were severed pursuant to the order of severance and consolidation, and
      (iii) denied all of the Charterer’s summary judgment motions.





While
      it
      is not possible at this stage to determine the likelihood of the outcome of
      the
      litigation, we and the other North Sea partners believe that the Court’s
      decision is correct and we are working with the other North Sea partners to
      vigorously pursue our claims and defend the Court’s decision in any appeal
      brought by the Charterer. Although the court initially ruled in our favor,
      the
      outcome of any appeal is uncertain. The appeals process may span several months
      - possibly even several years, during such time we expect to incur additional
      expenses and legal fees. If the Texas State Court’s decision is reversed on
      appeal, the matter will be remanded to the Texas State Court and could proceed
      to trial, which would further delay a resolution of the dispute. A trial will
      require us and the other North Sea partners to devote significant resources,
      including substantial time and money, to the pursuit of North Sea’s claims.
      There is no certainty that a trial will result in a favorable verdict. If the
      Charterer prevails on appeal, it is anticipated that such a verdict would have
      a
      material adverse effect on the cash available for distribution to our
      partners.




**Item
      1B. Unresolved Staff Comments**





None.






6






**Item
      2. Properties******





We
      neither own nor lease office space or any other real property in our business
      at
      the present time.





**Item
      3. Legal Proceedings** ****





In
      August
      2004, Fleet commenced an action against the Partnership for unspecified damages,
      alleging that the Partnership breached its obligations owed to Fleet under
      certain performance guaranties the Partnership entered into in connection with
      non-recourse loans made by Fleet. The loans were made to the Partnership's
      wholly-owned subsidiaries when these entities entered into transactions to
      acquire supply tug vessels on charter with affiliates of Seacor Marine, Inc.
      The
      Partnership and its subsidiaries counterclaimed, alleging, among other things,
      that Fleet breached its covenant of good faith and fair dealing. On May 31,
      2006, the Partnership settled its action with Fleet. While the precise terms
      of
      the settlement are confidential, the settlement provided for the full release
      of
      all of Fleet's claims, as well as the Partnership's counterclaims. The
      settlement payment of $750,000 made by the Partnership is included in general
      and administrative expense in the accompanying condensed consolidated statements
      of operations.





**Item
      4. Submission of Matters to a Vote of Security Holders******





No
      matters were submitted to a vote of security holders during the fourth quarter
      of 2006.




**PART
      II**




**Item
      5. Market for the Registrant's Securities and Related Security
      Holder Matters**





Our
      limited partnership units are not publicly traded nor is there currently a
      market for our limited partnership units. It is unlikely that any such market
      will develop.




Number
                of PartnersTitle
                of Class
            
            as
                of February 28, 2007General
                Partner
            
            1Limited
                Partners
            
            4,552





We
      paid
      monthly distributions to our partners beginning with
      their admission to the Partnership through the termination of the reinvestment
      period ,
      which
      occurred on November 9, 2002. For each of the three years ended December 31,
      2006, 2005 and 2004 we did not pay distributions to our limited partners. For
      each of the three years ended December 31, 2006, 2005 and 2004, we did not
      pay
      distributions to our General Partner.





In
      order
      for the National Association of Securities Dealers (the “NASD”) members and
      their associated persons to have participated in the offering and sale of
      interests in limited partnership units (the “Units”) pursuant to the offering or
      to participate in any future offering of our Units, we are required pursuant
      to
      NASD Rule 2710(c)(6) to disclose in each annual report distributed to our
      limited partners a per unit estimated value of our Units, the method by which
      we
      developed the estimated value and the date used to develop the estimated value.
      In addition, our General Partner must prepare annual statements of our estimated
      Unit values to assist fiduciaries of retirement plans subject to the annual
      reporting requirements of Employee Retirement Income Security Act (“ERISA”) in
      the preparation of their reports relating to an investment in our Units. For
      these purposes, the estimated value of our Units is deemed to be $11.62 per
      Unit
      at September 30, 2006.





This
      estimate was based on the amount of remaining undiscounted lease payments on
      our
      existing leases, the booked estimated residual values of the equipment held
      by
      us upon the termination of those leases and our cash on hand. From this amount,
      we then subtracted our total debt outstanding and then divided that sum by
      the
      total number of Units outstanding. This valuation was based solely on our
      General Partner’s perception of market conditions and the






7




types
      and
      amounts of our assets. No independent valuation was sought. However, as set
      forth below, there is no significant public trading market for our Units at
      this
      time, and there can be no assurance that limited partners could receive $11.62
      per Unit if such a market did exist and they sold their Units or that they
      will
      be able to receive such amount for their Units in the future. The foregoing
      valuation was performed solely for the ERISA and NASD purposes described above.
      There is no market for our Units, and, accordingly, this value does not
      represent an estimate of the amount a limited partner would receive if he were
      to seek to sell his Units. Furthermore, there can be no assurance as to the
      amount we may actually receive if and when we seek to liquidate our assets
      or
      the amount of lease payments and equipment liquidation proceeds we will actually
      receive over our remaining term. Our
      Units are not publicly traded nor is there currently a market for our Units.
      It
      is unlikely that any such market will develop.





**Item
      6. Selected Consolidated Financial
      Data**





The
      selected consolidated financial data should be read in conjunction with the
      consolidated financial statements and related notes included in Item 8.
      Consolidated Financial Statements and Supplementary Data contained elsewhere
      in
      this Annual Report on Form 10-K.





Years
                  Ended December 31,2006
              
              2005
              
              2004
              
              2003
              
              2002Total
                  revenue (a)
              
              $
              1,594,641
              
              $
              9,595,736
              
              $
              2,677,226
              
              $
              1,576,532
              
              $
              8,326,025Net
                  income (loss) (b)
              
              $
              (371,172
              )
              $
              2,856,126
              
              $
              (10,242,221
              )
              $
              (17,300,236
              )
              $
              (3,661,408
              )Net
                  income (loss) allocable to our limited partners
              
              $
              (367,460
              )
              $
              2,827,565
              
              $
              (10,139,799
              )
              $
              (17,127,234
              )
              $
              (3,624,794
              )Net
                  income (loss) allocable to our General Partner
              
              $
              (3,712
              )
              $
              28,561
              
              $
              (102,422
              )
              $
              (173,002
              )
              $
              (36,614
              )Weighted
                  average number of limitedpartnership
                  units outstanding
              
              
              987,398
              
              
              987,548
              
              
              987,548
              
              
              987,548
              
              
              988,099Net
                  income (loss) per weighted average limitedpartnership
                  unit
              
              $
              (0.37
              )
              $
              2.86
              
              $
              (10.27
              )
              $
              (17.34
              )
              $
              (3.67
              )Distributions
                  to our limited partners
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              1,645,916
              
              $
              10,129,308Distributions
                  per weighted averagelimited
                  partnership unit outstanding
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              1.67
              
              $
              10.25Distributions
                  to our General Partner
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              16,627
              
              $
              102,316December
                  31,2006
              
              
              2005
              
              
              2004
              
              
              2003
              
              
              2002Total
                  assets
              
              $
              7,807,202
              
              $
              15,253,325
              
              $
              15,792,239
              
              $
              52,063,556
              
              $
              90,134,303Notes
                  payable
              
              $
              -
              
              $
              4,698,538
              
              $
              8,174,001
              
              $
              36,156,703
              
              $
              54,894,665Partners'
                  equity
              
              $
              7,775,055
              
              $
              8,017,238
              
              $
              5,161,112
              
              $
              15,403,333
              
              $
              34,366,112
 (a)
                In
                    2006, we recorded a gain on sales of equipment of approximately
                    $1,112,000
                    or $1.13 per weighted averagelimited
                    partnership unit outstanding. In 2005, the gain on sales of equipment
                    was
                    approximately $97,000 or $0.10per
                    weighted average limited partnership unit outstanding. In 2005,
                    we
                    recorded a gain from investments in joint ventures ofapproximately
                    $8,877,000 or $8.99 per weighted average limited partnership
                    unit
                    outstanding. During 2006, thiscategory
                    has generated approximately $78,000, or a$0.08 per weighted average
                    limited partnership unit outstanding.The
                    "event of loss" in our investment in North Sea has stopped the
                    ability of
                    this asset to generate income from joint ventures.In
                    addition, this asset earned approximately $152,000 and $17,572,000
                    in 2006
                    and 2005 respectively, the Partnership'sshare
                    was 50%. In 2004, we recorded a loss on sales of equipment of
                    approximately $1,738,000 or $1.76per
                    weighted average limited partnership unit outstanding.(b)
                During
                    the years ended December 31, 2006, 2005 and 2004 we recorded
                    impairment
                    losses of approximately $84,800, $4,863,000and
                    $7,862,000 respectively, or approximately $0.09, $4.92 and $7.96
                    per
                    weighted average limited partnership unit outstanding, respectively.General
                    and administrative expense for 2006 was approximately $1,168,000
                    compared
                    with approximately $670,000 in 2005.






8






**Item
      7. General Partner's Discussion and Analysis of Financial
      Condition and Results of Operations** ****





*Our
      General Partner’s Discussion and Analysis of Financial Condition and Results of
      Operations contains forward-looking statements. These statements are based
      on
      current expectations and assumptions that are subject to risks and
      uncertainties. Actual results could differ materially because of factors
      discussed in “Part I. Forward-Looking Statements” and “Item 1A. Risk Factors”
located elsewhere in this Annual*  *Report
      on Form 10-K.*





**Overview**





We
      operate as an equipment leasing program in which the capital our partners have
      invested was pooled together to make investments, pay fees and establish a
      small
      reserve. We primarily acquired equipment subject to lease, and, to a lesser
      degree, acquired ownership rights to items of leased equipment at lease
      expiration. Some of our equipment leases were acquired for cash and provided
      current cash flow, which we refer to as “income” leases. For the other equipment
      leases, we financed the majority of the purchase price. We refer to these leases
      as “growth” leases. These growth leases generated little or no current cash flow
      because substantially all of the rental payments received from a lessee serviced
      the indebtedness associated with acquiring or financing the lease. We
      anticipated that the future value of the leased equipment would exceed our
      cash
      portion of the purchase price.




***Lease
      and Other Significant Transactions***





We
      entered into the following lease and other significant transactions since for
      the years ended December 31, 2006, 2005 and 2004:





*Aircraft
      Rotables*





We
      currently own rotables for Boeing 737 and Airbus A310 aircraft. Aircraft
      rotables are replacement spare parts that are held in inventory by an airline.
      These rotables were formerly on lease to Sabena Technics and are currently
      off
      lease and are in the process of being remarketed for sale.





At
      September 30, 2006, our General Partner determined, based upon recent
      negotiations with potential buyers, that the aircraft rotables may be impaired.
      Accordingly, the Partnership recorded an impairment loss for approximately
      $64,500 to more closely approximate the adjusted book value to the current
      fair
      value of the aircraft rotables. The total impairment loss on these rotables
      for
      the year ended December 31, 2006 is approximately $84,800.





*Sale
      of 1976 McDonnell Douglas DC-10-30 Aircraft*





ICON
      Cash
      Flow Partners, L.L.C. III, an entity wholly-owned by the Partnership, was
      originally formed for the purpose of acquiring and managing a 1976 McDonnell
      Douglas DC-10-30 Aircraft (the “WA Aircraft”). Effective May 1, 2003, the
      Aircraft was leased to World Airways, Inc. (“World Airways”). Effective
      September 1, 2004, this lease was modified to a fixed rental of $50,000 per
      month plus maintenance reserves and the term was extended through September
      2006.


On
        December 28, 2005, ICON Cash Flow Partners, L.P., Series E (“Series E”) sold its
        entire 1.0% ownership interest in LLC III to us for approximately $20,000,
        which
        was determined to be the fair value. Our General Partner estimated that this
        amount was the fair value based upon cash flow analysis of the remaining
        rental
        payments and disposition proceeds .
        At
        December 31, 2005, LLC III is a wholly-owned subsidiary of ours.


Aviation
      Investors, Inc. ("Aviation"), an unrelated third party who was the seller in
      the
      original acquisition of the WA Aircraft, was entitled to receive 50% of all
      excess residual proceeds from the WA Aircraft pursuant to a Residual Sharing
      Agreement (the “Agreement”) entered into with the Partnership. Residual proceeds
      included gross proceeds from the sale, lease, renewal lease or extension or
      financing of the WA Aircraft and casualty payments. The gross proceeds could
      be
      reduced, but not below zero, for recovery expenses, remarketing expenses, any
      reasonable out-of-pocket costs incurred by the Partnership, including
      remarketing fees paid to Aviation, and an amount calculated to provide the
      Partnership with a consistent rate of return, as defined in the Agreement.
      Additionally, Aviation entered into a management agreement with the Partnership
      to manage the operations of and to remarket the WA Aircraft for sale or lease.
      For this service Aviation received a monthly fee of $10,667.






9






In
      accordance with the terms of the lease agreement with World Airways, Inc.,
      the
      Partnership received monthly an amount which was recorded as a maintenance
      reserve to cover scheduled heavy maintenance work as required by the Federal
      Aviation Administration. This maintenance reserve was approximately $2,186,000
      at December 31, 2005.





On
      August
      9, 2006, the Partnership sold the WA Aircraft to World Airways for approximately
      $1,300,000 in cash, plus the maintenance reserve of approximately $2,664,000.
      Pursuant to the Agreement with Aviation, the Partnership and Aviation shared
      the
      proceeds of the sale of the WA Aircraft equally. The gross proceeds of the
      sale
      were approximately $3,964,000, reduced by legal fees of approximately $11,000,
      for net proceeds of $3,953,000 to be divided equally between the Partnership
      and
      Aviation. The Partnership received approximately $1,976,000 in cash, net of
      residual proceeds to Aviation and recorded a gain on the sale of the WA Aircraft
      of approximately $1,124,000 after a remarketing expense of approximately
      $1,976,000.




*Sodium
      Chlorate Production Facility*





On
      March
      28, 2005, we assigned our entire 50% interest in a financed lease with EKA
      Chemicals, Inc. (“EKA Chemicals”) to ICON Income Fund Nine, LLC (“Fund Nine”),
      an entity also managed by our Manager, for $745,000.  This assignment was
      made in order for us to repay our outstanding debt obligation to Fund Nine
      pursuant to the terms and conditions of a contribution agreement we entered
      into
      with some of our affiliates in connection with the line of credit agreement
      we
      had with Comerica Bank.  Our General Partner estimated that this amount was
      the fair value based upon the expected future cash flows of our interest in
      EKA
      Chemicals on March 28, 2005.





*North
      Sea Cash Flow*





On
      February 23, 2005, we assigned to ICON Income Fund Eight B L.P. (“Fund Eight
      B”), an entity also managed by our Manager, and Fund Nine 2.69% and 3.02%,
      respectively, of our rights to the profits, losses, and cash flows from our
      limited partnership interest in an entity that owns a 100% interest in a mobile
      offshore drilling rig that is subject to lease with the Charterer for
      approximately $673,000 and approximately $755,000, respectively.  We
      assigned our rights to Fund Eight B and Fund Nine as repayment of our
      outstanding debt obligation to each of them pursuant to the terms and conditions
      of a contribution agreement that we entered into with each of them in connection
      with the line of credit agreement that we had with Comerica Bank.  This
      amount represented the proportionate fair value of our interest in the mobile
      offshore drilling rig at February 23, 2005.  Fair value of the mobile
      offshore drilling rig was determined by our General Partner using an independent
      third party appraisal and cash flow analysis.





On
      November 24, 2004, we assigned to Fund Eight B, Fund Nine and ICON Income Fund
      Eight A L.P. (“Fund Eight A”) 3.24%, 2.6% and 0.8%, respectively, of our rights
      to the profits, losses, and cash flows from our limited partnership interest
      in
      an entity that owns a 100% interest in a mobile offshore drilling rig that
      is
      subject to lease with the Charterer for $810,000, $650,000 and $200,000,
      respectively.  We assigned our rights to Fund Eight B, Fund Nine and Fund
      Eight A as repayment of our outstanding debt obligation to each of them pursuant
      to the terms and conditions of a contribution agreement that we entered into
      with each of them in connection with the line of credit agreement that we had
      with Comerica Bank.  This amount represented the proportionate fair value
      of our interest in the mobile offshore drilling rig at November 24, 2004. The
      fair value of the mobile offshore drilling rig was determined by our General
      Partner using an independent third party appraisal and cash flow
      analysis.





*Sale
      of AZ3 Lease*





During
      October 2004, title passed on material handling equipment on lease to AZ3 after
      the company made its final renewal lease payment in conjunction with a lease
      which expired in July 2002. We realized a net loss of approximately $25,000
      on
      the sale of this equipment.





*Sale
      of Supply Vessels*





We
      were
      the sole owner of two marine tug supply vessels originally on charter to
      affiliates of Seacor Smit, Inc. These vessels were not subject to any
      outstanding debt. On September 20, 2004 and again on October 10, 2004,
      respectively, we sold these two tug supply vessels to Gulf Ocean Marine
      Services, Inc. The sale price for each vessel was $500,000. For the first
      vessel, we realized a net loss of approximately $790,000
      from the sale on September 20, 2004 and accounted for this loss as a loss on
      the
      sales of equipment in the third quarter of 2004.  Based upon the sale of
      the first vessel, we recorded an impairment loss for the second vessel of
      approximately $790,000 in the third quarter of 2004.  We realized no gain
      on the sale of the second vessel that was sold on October 10, 2004.





We
      were
      also the sole owner of an additional five marine supply vessels originally
      on
      charter to affiliates of Seacor Marine, Inc. (the "Vessels"). These Vessels
      were
      subject to outstanding non-recourse debt with Fleet Capital Corp.
      ("Fleet").  During September 2003, Fleet took control of the Vessels and
      commenced remarketing efforts under the terms of their financing agreement
      with
      us.  On May 12, 2004, Fleet sold the Vessels, which resulted in aggregate
      sale proceeds of $3,580,000.  At the time of sale, the outstanding
      non-recourse debt relating to the Vessels was approximately $7,138,000;
      therefore all proceeds from the sale were used repay the outstanding
      non-recourse notes.  As a result of the sale of the Vessels, we recorded an
      aggregate loss on lease termination of approximately $623,000, which represented
      the Vessels net book value at that time.






10






*Coal
      Handling Facility*





On
      September 24, 2004, we assigned our entire 0.5025% ownership interest in ICON
      BF, LLC (“ICON BF”), to Fund Eight A for approximately $65,000. 
This assignment was made in order for us to repay our outstanding debt
      obligation to Fund Eight A pursuant to the terms and conditions of a
      contribution agreement that we entered into with some of our affiliates in
      connection with the line of credit agreement that we had with Comerica
      Bank.  This amount represented the estimated fair value of our interest in
      ICON BF at September 24, 2004. This amount was determined by our General Partner
      to represent the fair value of our interest in ICON BF based upon the expected
      net proceeds from the sale of the coal handling facility.





In
      accordance with the agreement dated September 24, 2004 between us and Fund
      Eight
      A relating to Fund Eight A’s acquisition of our 0.5025% ownership interest in
      ICON BF, Fund Eight A paid us approximately $3,000 based upon the difference
      between the estimated sales price used to calculate the fair value of ICON
      BF at
      the time of our assignment to Fund Eight A and the actual sales price of this
      facility.





*Assignment
      of Interest in ICON Cheyenne*





On
      September 23, 2004, we assigned 9.04% of our interest in ICON Cheyenne LLC
      (“ICON Cheyenne”), to Fund Eight B for approximately $204,000.  This
      assignment was made in order for us to repay our outstanding debt obligation
      to
      Fund Eight B pursuant to the terms and conditions of a contribution agreement
      that we entered into with some of our affiliates in connection with the line
      of
      credit agreement that we had with Comerica Bank.  This amount represented
      the estimated fair value, which was determined by our General Partner using
      discounted cash flow projections for the portfolio of our interest in ICON
      Cheyenne at September 23, 2004.




*Sale
      of 1979 McDonnell Douglas DC-10-30 Aircraft*





We
      had an
      ownership interest in a DC-10-30 aircraft subject to a lease with Federal
      Express Corporation that expired on July 2, 2004. The aircraft was subject
      to
      non-recourse debt that had a balloon payment of approximately $9,600,000 due
      at
      lease end.  Pursuant to the terms and conditions of the loan agreement, we
      entered into a residual value insurance agreement (the "Residual Insurance
      Agreement") with an unrelated third party. Under the terms of the Residual
      Insurance Agreement, the insurer was required to pay the insured amount to
      the
      lender at the expiration of the lease if the balloon payment was not made by
      us
      at lease end. We were unable to make the required balloon payment when due
      or
      successfully refinance the debt.  As a result, the insurer, pursuant to the
      terms of the Residual Insurance Agreement, notified us of their intention to
      pay
      the insured amount of $10,200,000 at lease end, resulting in title of the
      aircraft transferring to the insurer. As a result, we received proceeds of
      approximately $520,000, net of the approximately $9,680,000 paid to
      the non-recourse lender at lease end.





*Sale
      of Boeing 767-300ER Aircraft*





During
      July 2004, one of our joint ventures, ICON Aircraft 24846 LLC, sold its only
      asset, a Boeing 767-300ER, which resulted in a realized net loss of
      approximately $601,800.





*Sale
      of CSK Auto Lease*





During
      June 2004, we sold equipment which had been on lease to CSK Auto, Inc. and
      recognized a gain of approximately $10,000 on this sale.






11







**Recent Accounting
      Pronouncements**





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 157, “Accounting for
      Fair Value Measurements”. SFAS 157 establishes a separate framework for
      determining fair values of assets and liabilities that are required by other
      authoritative accounting principles generally accepted in the United States
      of
      America pronouncements to be measured at fair value. In addition, SFAS No.
      157
      incorporates and clarifies the guidance in FASB Concepts Statement No. 7
      regarding the use of present value techniques in measuring fair value. SFAS
      No.
      157 is effective for financial statements with fiscal years beginning after
      November 15, 2007. Our General Partner is currently evaluating the impact of
      this pronouncement, but does not currently believe it will have a material
      impact on our consolidated financial statements.





In
      September 2006, the SEC staff issued Staff Accounting Bulletin
      No. 108, “ Considering
      the Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements ”
(“SAB
      108”). SAB 108 expresses the views of the SEC staff regarding the process of
      quantifying the materiality of financial misstatements. SAB 108 requires both
      the balance sheet and income statement approaches be used when quantifying
      the
      materiality of misstated amounts. In addition, SAB 108 contains guidance on
      correcting errors under the dual approach and provides transition guidance
      for
      correcting errors existing in prior years. SAB 108 is effective for fiscal
      years
      ending after November 15, 2006. The adoption of SAB 108 did not have an impact
      on our consolidated financial statements.





Our
      General Partner does not believe that any other recently issued, but not yet
      effective, accounting pronouncements, if currently adopted, would have a
      material effect on the accompanying consolidated financial
      statements.





**Critical
      Accounting Policies**





An
      appreciation of our critical accounting policies is necessary to understand
      our
      financial results. These policies may require our General Partner to make
      difficult and subjective judgments regarding uncertainties, and as a result,
      such estimates may significantly impact our financial results. The precision
      of
      these estimates and the likelihood of future changes depend on a number of
      underlying variables and a range of possible outcomes. We applied our critical
      accounting policies and estimation methods consistently in all periods
      presented. We consider the following accounting policies to be critical to
      our
      business:





·
            Lease
                classification and revenue
                recognition


·
            Asset
                impairments


·
            Depreciation








12






*Lease
      Classification and Revenue Recognition*





The
      equipment we leased or continue to lease to third parties is classified either
      as a finance lease, a leveraged lease, or an operating lease, which is
      determined based upon the terms of each lease. Initial direct costs are
      capitalized and amortized over the term of the related lease for both a finance
      lease and a leveraged lease. For an operating lease, the initial direct costs
      are included as a component of the cost of the equipment and
      depreciated.





For
      finance leases, we record, at lease inception, the total minimum lease payments
      receivable from the lessee, the estimated unguaranteed residual value of the
      equipment at lease termination, the initial direct costs related to the lease
      and the related unearned income. Unearned income represents the difference
      between the sum of the minimum lease payments receivable plus the estimated
      unguaranteed residual value minus the cost of the leased equipment. Unearned
      income is recognized as finance income ratably over the term of the lease.





For
      leveraged leases, we record, at lease inception, our net investment in the
      equipment, which consists of the minimum lease payments receivable, the
      estimated unguaranteed residual value of the equipment at lease termination
      and
      the initial direct costs related to the lease, net of the unearned income and
      principal and interest on the related non-recourse debt. Unearned income is
      recognized as income over the life of the lease at a constant rate of return
      on
      the positive net investment.





For
      operating leases, income is recorded as rental income and is recognized on
      the
      straight line method over the lease term.





Our
      General Partner has an investment committee that approves each new equipment
      acquisition and lease transaction. As part of its process, it determines the
      residual value to be used once the acquisition has been approved. The factors
      considered in determining the residual value include, but are not limited to,
      the creditworthiness of the potential lessee, the type of equipment being
      considered, how the equipment is integrated into the potential lessee’s
      business, the length of the lease and industry in which the potential lessee
      operates. Residual values are reviewed in accordance with our policy to review
      all significant assets in our portfolio.





*Asset
      Impairments*





The
      significant assets in our asset portfolio are periodically reviewed, at least
      annually, by our General Partner, to determine whether events or changes in
      circumstances indicate that the carrying value of an asset may not be
      recoverable. Our General Partner uses independent qualified third party
      appraisers to assist in the review process. An impairment loss will be
      recognized if the carrying amount of a long-lived asset is not recoverable
      and
      exceeds its fair value. In such circumstances, we will estimate the future
      cash
      flows (undiscounted and without interest charges) expected to result from the
      use of the asset and its eventual disposition. Future cash flows are the future
      cash inflows expected to be generated by an asset less the future cash outflows
      expected to be necessary to obtain those inflows. An impairment loss will be
      measured as the amount by which the carrying amount of a long-lived asset
      exceeds its fair value.





The
      events or changes in circumstances which generally indicate that an asset may
      be
      impaired are (i) the estimated fair value of the underlying equipment is less
      than our carrying value or (ii) the lessee is experiencing financial
      difficulties and it does not appear likely that the estimated proceeds from
      the
      disposition of the asset will be sufficient to satisfy our residual position
      in
      the asset and, if applicable, the remaining obligation to the non-recourse
      lender. Generally in the latter situation, the residual position relates to
      equipment subject to third party notes payable where the lessee remits their
      rental payments directly to the lender and we do not recover our residual
      position until the note payable is repaid in full.






13







*Depreciation*





We
      record
      depreciation expense on equipment subject to leases that are classified as
      operating leases. In order to calculate depreciation we first determine the
      depreciable equipment cost, which is the cost less the estimated residual value.
      The estimated residual value is our estimate of the value of the equipment
      at
      lease termination. The estimated residual value is reviewed annually by our
      General Partner to determine whether an impairment charge may be required.
      Our
      General Partner uses independent qualified third party appraisers to assist
      in
      the review process. Depreciation expense is recorded on a straight-line basis
      over the term of the related lease.




**Results
      of Operations for the Years Ended December 31, 2006 (“2006”) and 2005 (“2005”)**





We
      began
      our disposition period on November 10, 2002. Our goal was to complete the
      disposition period within three years, but it has taken longer to do so. During
      the disposition period, we have been selling our assets in the ordinary course
      of business. As we have been selling our assets, both rental income and finance
      income have decreased over time as have expenses related to our assets, such
      as
      depreciation expense. Additionally, interest expense has decreased as we reached
      the expiration of leases that were financed and the debt was repaid to the
      lender. As leased equipment is sold, we have experienced both gains and losses
      on these sales.





Revenue
      for 2006 and 2005 are summarized as follows:




Years
                Ended December 31,2006
            
            2005
            
            ChangeTotal
                revenue
            
            $
            1,594,641
            
            $
            9,595,736
            
            $
            (8,001,095
            )Rental
                income
            
            
            350,000
            
            
            600,000
            
            
            (250,000
            )Finance
                income
            
            
            -
            
            
            1,928
            
            
            (1,928
            )Equity
                income from investments in joint ventures
            
            
            77,971
            
            
            8,876,727
            
            
            (8,798,756
            )Net
                gain on sales of equipment
            
            
            1,112,070
            
            
            96,707
            
            
            1,015,363Interest
                and other income
            
            
            54,600
            
            
            20,374
            
            
            34,226





Total
      revenue for 2006 decreased by $8,001,095, or 83.4%, as compared to 2005. During
      2006, our total revenues decreased primarily due to the decrease in our income
      from investments in joint ventures. The “Event of Loss” that occurred with
      respect to the asset underlying our investment in North Sea stopped the ability
      of this joint venture to generate income from joint ventures on a regular basis
      from our investment in this joint venture. The decrease in rental income is
      a
      result of selling the World Airways aircraft, which generated $600,000 of rental
      income in 2005, but only $350,000 in 2006 as a result of the sale. This decrease
      in rental income was offset by a net gain on sales of equipment from the World
      Airways aircraft sale in 2006.





Expenses
      for 2006 and 2005 are summarized as follows:





Years
                Ended December 31,2006
            
            2005
            
            ChangeTotal
                expenses
            
            $
            1,965,813
            
            $
            6,739,610
            
            $
            (4,773,797
            )Impairment
                loss
            
            
            84,789
            
            
            4,862,584
            
            
            (4,777,795
            )Depreciation
                and amortization
            
            
            555,733
            
            
            662,464
            
            
            (106,731
            )Interest
            
            
            134,403
            
            
            301,240
            
            
            (166,837
            )General
                and administrative
            
            
            1,167,535
            
            
            670,307
            
            
            497,228Remarketing
                expenses
            
            
            145,046
            
            
            245,570
            
            
            (100,524
            )Gain
                on early retirement of debt
            
            
            (121,693
            )
            
            -
            
            
            (121,693
            )Minority
                interest
            
            
            -
            
            
            (2,555
            )
            
            2,555






14






Total
      expenses for 2006 decreased by $4,773,797, or 70.8%, as compared to 2005. There
      was a decrease in every expense category except for general and administrative
      and minority interest. The impairment loss in 2006 related to the equipment
      held
      for sale. The impairment loss for 2005 was related to the equipment held for
      sale and our investment in unguraranteed residual value of approximately
      $1,321,000 and $3,542,000, respectively. These impairment losses were based
      upon recent
      market data from sales of similar assets to unrelated third parties which
      indicated our net book value was greater than the fair value of the assets. The
      decrease in depreciation expense was consistent with our disposition period
      since we have sold a majority of our leased equipment.





*Net
      Income (Loss)*





As
      a
      result of the foregoing factors, the net loss for 2006 was $371,172, as compared
      to net income in 2005 of $2,856,126. The net loss per weighted average limited
      partnership unit outstanding for 2006 was $0.37, as compared to net income
      per
      weighted average limited partnership unit outstanding for 2005 of
      $2.86.





**Results
      of Operations for the Years Ended December 31, 2005 (“2005”) and 2004
      (“2004”)**





Revenue
      for 2005 and 2004 are summarized as follows:





Years
                Ended December 31,2005
            
            2004
            
            ChangeTotal
                revenue
            
            $
            9,595,736
            
            $
            2,677,226
            
            $
            6,918,510Rental
                income
            
            
            600,000
            
            
            439,685
            
            
            160,315Finance
                income
            
            
            1,928
            
            
            13,467
            
            
            (11,539
            )Net
                income from leveraged leases
            
            
            -
            
            
            1,078,481
            
            
            (1,078,481
            )Equity
                income from investments in joint ventures
            
            
            8,876,727
            
            
            2,840,420
            
            
            6,036,307Net
                gain (loss) on sales of equipment
            
            
            96,707
            
            
            (1,738,180
            )
            
            1,834,887Interest
                and other income
            
            
            20,374
            
            
            43,353
            
            
            (22,979
            )





Total
      revenue for 2005 increased by $6,918,510. The increase in total revenue was
      due
      primarily due to a loss on disposal of assets during 2004 for which there was
      no
      corresponding amount in 2005. During 2005, our income from investments in joint
      ventures increased due to our investment in North Sea (Connecticut) Limited
      Partnership. Additionally, there was an increase in rental income which was
      due
      to the World Airways, Inc. lease modification on September 1, 2004. This
      increase in total revenue was partially offset by a decrease in income from
      leveraged leases which were terminated during 2004. The decrease in income
      from
      investments in joint ventures was due primarily to losses incurred by the ICON
      Cheyenne LLC joint venture and the SAS joint venture.







15










Years
                Ended December 31,2005
            
            2004
            
            ChangeTotal
                expenses
            
            $
            6,739,610
            
            $
            12,919,447
            
            $
            (6,179,837
            )Impairment
                loss
            
            
            4,862,584
            
            
            7,861,680
            
            
            (2,999,096
            )Depreciation
                and amortization
            
            
            662,464
            
            
            2,792,845
            
            
            (2,130,381
            )Interest
            
            
            301,240
            
            
            1,104,016
            
            
            (802,776
            )Management
                fees - General Partner
            
            
            -
            
            
            387,287
            
            
            (387,287
            )Administrative
                expense reimbursement - General Partner
            
            
            -
            
            
            154,958
            
            
            (154,958
            )General
                and administrative
            
            
            670,307
            
            
            705,550
            
            
            (35,243
            )Remarketing
                expenses
            
            
            245,570
            
            
            -
            
            
            245,570Vessel
                maintenance expense
            
            
            -
            
            
            49,641
            
            
            (49,641
            )Gain
                on early retirement of debt
            
            
            -
            
            
            (134,391
            )
            
            134,391Minority
                interest
            
            
            (2,555
            )
            
            (2,139
            )
            
            (416
            )





Total
      expenses for 2005 decreased by $6,179,837, or 47.8%, as compare to 2004. There
      was an overall decrease in expenses generally in every expense category. The
      impairment loss for 2005 was related to the equipment held for sale and our
      investment in unguraranteed residual value of approximately $1,321,000 and
      $3,542,000, respectively. The impairment loss was based upon recent market
      data
      from sales of similar assets to unrelated third parties which indicated our
      net
      book value was greater than the fair value of the assets. During 2004, we
      recorded an impairment loss on several leased equipment assets because our
      net
      book value was determined to be greater than the sales price we were offered
      for
      the equipment. The decrease in depreciation expense was consistent with our
      disposition period since we have sold a majority of our leased equipment.
      Effective July 1, 2004, our General Partner agreed to waive its management
      fees
      and administrative expense reimbursements. These fees were charged in prior
      years.





*Net
      Income (Loss)*





As
      a
      result of the foregoing factors, the net income for 2005 was $2,856,126 as
      compared to a net loss for 2004 of $10,242,221.  The net income per
      weighted average number of limited partnership unit outstanding for 2005 was
      $2.86 as compared to the net loss per weighted average number of limited
      partnership unit outstanding for 2004 of $10.27.





**Liquidity
      and Capital Resources**





*Sources
      and Uses of Cash*




At
        December 31, 2006 and 2005, we had cash and cash equivalents of $99,831 and
        $151,326, respectively. During our offering period our main source of cash
        was
        from financing activities and during our reinvestment period our main source
        of
        cash has been from investing activities, which we expect to continue during
        the
        disposition period. During our offering our main use of cash was from investing
        activities and during our reinvestment period our main use of cash has been
        from
        financing activities, which we anticipate will continue during the disposition
        period.





Our
      main
      source of cash during 2006 was from investing activities and was generated
      from
      sales of equipment of approximately $3,995,000 and distributions from joint
      ventures of approximately $3,961,000. During 2005 our main source of cash was
      provided by operating activities. During 2005, we received loans and advances
      from affiliates of approximately $2,173,000. These loans and advances were
      made
      in accordance with the contribution agreement between us, several of our
      affiliates and Comerica Bank. At December 31, 2006 these loans and advances
      are
      no longer outstanding. During 2005, we generated approximately $373,000 from
      operating activities from finance leases that had no non-recourse debt, there
      was no cash generated from this source in 2006. During 2004 we generated
      approximately $1,549,000 from sales of equipment. Additionally, in 2004, we
      received distributions from our joint ventures of $959,000 and loans and
      advances from our affiliates of $2,135,000. During 2004, our finance leases
      with
      no non-recourse debt generated approximately $702,000 from operating
      activities.





Our
      primary cash outflows during 2006, 2005 and 2004 were from financing activities
      and were principal payments on our recourse debt of approximately $4,621,000,
      $2,423,000, and $5,446,000 respectively. In addition, during 2006 we made
      residual sharing payments of $1,976,437 in connection with the World Airways
      aircraft sale. During 2006, we had a cash outflow from investing activities
      of
      approximately $318,000 relating to an advance we made to the general partner
      of
      our limited partnership investment.






16





*Financings
      and Borrowings*





We
      had
      one recourse debt obligation that was satisfied on August 30, 2006. On July
      21,
      2006, we utilized a portion of the Distribution to repay $3,100,000 of the
      outstanding principal of the recourse obligation in exchange for a reduction
      in
      the remaining principal amount of the recourse obligation so long as the
      outstanding balance was paid on or before November 27, 2006. We repaid the
      remaining outstanding balance of the recourse obligation on August 30, 2006.
      At
      December 31, 2006, we had no debt.




Based
      upon current level of operations, our General Partner believes that with the
      cash we have currently available, cash distributions that we expect to receive
      from our joint ventures and proceeds from equipment sales, we have sufficient
      cash to meet our short-term liquidity needs and complete our disposition period.
      However, our ability to generate cash in the future is subject to general
      economic, financial, competitive, regulatory and other factors that affect
      our
      lessee’s business that are beyond our control. See “Item 1A. Risk
      Factors.”





**Contractual
      Obligations and Commitments**





In
      August
      2006, we repaid our remaining long-term debt. At this time, we have no other
      contractual commitments or obligations outstanding.





**Off-Balance
      Sheet Transactions**





None.





**Item
      7A. Qualitative and Quantitative Disclosures About Market
      Risk** ****





We,
      like
      most other companies, are exposed to certain market risks, which include changes
      in interest rates and the demand for equipment (and the related residuals)
      owned
      by us. We believe that our exposure to other market risks, including foreign
      currency exchange rate risk, commodity risk and equity price risk, are
      insignificant, at this time, to both our financial position and our results
      of
      operations.





In
      general, we managed our exposure to interest rate risk by obtaining fixed rate
      debt. The fixed rate debt was structured so as to match the cash flows required
      to service the debt to the payment streams under fixed rate lease receivables.
      The payments under the leases are assigned to the lenders in satisfaction of
      the
      debt.







17







**Item
      8. Consolidated Financial Statements and Supplementary
      Data**








PageReport
                of Independent Registered Public Accounting Firm
            19Consolidated
                Balance Sheets at December 31, 2006 and
                2005
            20Consolidated
                Statements of Operations for the Years Ended
                December 31, 2006, 2005and
                2004
            21Consolidated
                Statement of Changes in Partners’ Equity for the
                Years EndedDecember
                31, 2004, 2005 and2006
            22Consolidated
                Statements of Cash Flows for the Years Ended
                December 31, 2006, 2005and
                2004
            23Notes
                to Consolidated Financial Statements
            25







18








The
      Partners


ICON
      Cash
      Flow Partners L.P. Seven








**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




We
      have
      audited the accompanying consolidated balance sheets of ICON Cash Flow Partners
      L.P. Seven (a Delaware limited partnership) and subsidiaries as of December
      31,
      2006 and 2005 and the related consolidated statements of operations, changes
      in
      partners’ equity, and cash flows for each of the three years in the period ended
      December 31, 2006. Our audits also included the financial statement schedule
      listed in the index at Item 15(a)(2) of Form 10-K. These consolidated financial
      statements and schedule are the responsibility of the Partnership’s management.
      Our responsibility is to express an opinion on these consolidated financial
      statements and schedule based on our audits.






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






In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of ICON Cash Flow Partners
      L.P.
      Seven and subsidiaries as of December 31, 2006 and 2005, and the
      results of their operations and their cash flows for each of the three years
      in
      the period ended December 31, 2006, in conformity with accounting principles
      generally accepted in the United States of America. Also, in our opinion, the
      related financial statement schedule, when considered in relation to the basic
      consolidated financial statements taken as a whole, presents fairly in all
      material respects the information set forth therein.






As
      discussed in Note 1, the Partnership's reinvestment period ended on November
      9,
      2002 and its disposition period commenced. During the disposition period the
      Partnership intends to distribute substantially all distributable cash from
      operations and equipment sales to the partners and begin the orderly termination
      of its operations and affairs.







/s/
      Hays
& Company LLP





March 28,
      2007


New
      York,
      New York










19






ICON
                Cash Flow Partners L.P. Seven(A
                Delaware Limited Partnership)Consolidated
                Balance SheetsDecember
                31,ASSETS2006
            
            2005Cash
                and cash equivalents
            
            $
            99,831
            
            $
            151,326Investments
                in operating leases:Equipment,
                at cost
            
            
            -
            
            
            2,565,000Accumulated
                depreciation
            
            
            -
            
            
            (1,388,850
            )Net
                investments in operating leases
            
            
            -
            
            
            1,176,150Investments
                in joint ventures and limited partnerships
            
            
            7,359,242
            
            
            11,241,860Equipment
                held for sale
            
            
            26,000
            
            
            165,152Restricted
                cash
            
            
            -
            
            
            2,285,723Other
                assets, net
            
            
            322,129
            
            
            233,114Total
                assets
            
            $
            7,807,202
            
            $
            15,253,325








LIABILITIES
                AND PARTNERS' EQUITYLiabilites:Notes
                and accrued interest payable - recourse
            
            $
            -
            
            $
            4,698,538Due
                to General Partner and affiliates
            
            
            -
            
            
            132,499Accounts
                payable and other liabilities
            
            
            32,147
            
            
            219,327Maintenance
                reserve payable
            
            
            -
            
            
            2,185,723Total
                liabilities
            
            
            32,147
            
            
            7,236,087Commitments
                and contingenciesPartners'
                equity:General
                Partner
            
            
            (641,260
            )
            
            (768,734
            )Limited
                Partners ( 987,378 and 987,548 units outstanding,$100
                per unit original issue price)
            
            
            8,416,315
            
            
            8,785,972Total
                partners' equity
            
            
            7,775,055
            
            
            8,017,238Total
                liabilities and partners' equity
            
            $
            7,807,202
            
            $
            15,253,325







See
                accompanying notes to consolidated financial
                statements


20








ICON
                Cash Flow Partners L.P. Seven(A
                Delaware Limited Partnership)Consolidated
                Statements of OperationsYears
                Ended December 31,2006
            
            2005
            
            2004Revenue:Rental
                income
            
            $
            350,000
            
            $
            600,000
            
            $
            439,685Finance
                income
            
            
            -
            
            
            1,928
            
            
            13,467Net
                income from leveraged leases
            
            
            -
            
            
            -
            
            
            1,078,481Equity
                income from investments in joint venturesand
                limited partnerships
            
            
            77,971
            
            
            8,876,727
            
            
            2,840,420Net
                gain (loss) on sales of equipment
            
            
            1,112,070
            
            
            96,707
            
            
            (1,738,180
            )Interest
                and other income
            
            
            54,600
            
            
            20,374
            
            
            43,353Total
                revenue
            
            
            1,594,641
            
            
            9,595,736
            
            
            2,677,226Expenses:Impairment
                loss
            
            
            84,789
            
            
            4,862,584
            
            
            7,861,680Depreciation
                and amortization
            
            
            555,733
            
            
            662,464
            
            
            2,792,845Interest
            
            
            134,403
            
            
            301,240
            
            
            1,104,016Management
                fees - General Partner
            
            
            -
            
            
            -
            
            
            387,287Administrative
                expense reimbursement - General Partner
            
            
            -
            
            
            -
            
            
            154,958General
                and administrative
            
            
            1,167,535
            
            
            670,307
            
            
            705,550Remarketing
                expenses
            
            
            145,046
            
            
            245,570
            
            
            -Vessel
                maintenance expense
            
            
            -
            
            
            -
            
            
            49,641Gain
                on early retirement of debt
            
            
            (121,693
            )
            
            -
            
            
            -Reversal
                of
                provision for doubtful accounts
            
            
            -
            
            
            -
            
            
            (134,391
            )Minority
                interest
            
            
            -
            
            
            (2,555
            )
            
            (2,139
            )Total
                expenses
            
            
            1,965,813
            
            
            6,739,610
            
            
            12,919,447Net
                (loss) income
            
            $
            (371,172
            )
            $
            2,856,126
            
            $
            (10,242,221
            )Net
                (loss) income allocable to:Limited
                partners
            
            $
            (367,460
            )
            $
            2,827,565
            
            $
            (10,139,799
            )General
                Partner
            
            
            (3,712
            )
            
            28,561
            
            
            (102,422
            )$
            (371,172
            )
            $
            2,856,126
            
            $
            (10,242,221
            )Weighted
                average number of limited partnershipunits
                outstanding
            
            
            987,398
            
            
            987,548
            
            
            987,548Net
                (loss) income per weighted average limitedpartnership
                unit  outstanding
            
            $
            (0.37
            )
            $
            2.86
            
            $
            (10.27
            )







See
                accompanying notes to consolidated financial
                statements


21





ICON
                Cash Flow Partners L.P. Seven(A
                Delaware Limited Partnership)Consolidated
                Statement of Changes in Partners' EquityYears
                Ended December 31, 2004, 2005 and 2006Limited
                Partners
            
            
            
            
            
            TotalUnits
            
            Limited
            
            General
            
            Partners'Outstanding
            
            Partners
            
            Partner
            
            EquityBalance,
                January 1, 2004
            
            
            987,548
            
            $
            16,098,206
            
            $
            (694,873
            )
            $
            15,403,333Net
                loss
            
            
            -
            
            
            (10,139,799
            )
            
            (102,422
            )
            
            (10,242,221
            )Balance,
                December 31, 2004
            
            
            987,548
            
            
            5,958,407
            
            
            (797,295
            )
            
            5,161,112Net
                income
            
            
            -
            
            
            2,827,565
            
            
            28,561
            
            
            2,856,126Balance,
                December 31, 2005
            
            
            987,548
            
            
            8,785,972
            
            
            (768,734
            )
            
            8,017,238Limited
                partnership units redeemed
            
            
            (170
            )
            
            (2,197
            )
            
            -
            
            
            (2,197
            )Capital
                contribution
            
            
            -
            
            
            -
            
            
            131,186
            
            
            131,186Net
                loss
            
            
            -
            
            
            (367,460
            )
            
            (3,712
            )
            
            (371,172
            )Balance,
                December 31, 2006
            
            
            987,378
            
            $
            8,416,315
            
            $
            (641,260
            )
            $
            7,775,055







See
                accompanying notes to consolidated financial
                statements


22







ICON
                Cash Flow Partners L.P. Seven(A
                Delaware Limited Partnership)Consolidated
                Statements of Cash FlowsYears
                Ended December 31,2006
            
            2005
            
            2004Cash
                flows from operating activities:Net
                (loss) income
            
            $
            (371,172
            )
            $
            2,856,126
            
            $
            (10,242,221
            )Adjustments
                to reconcile net (loss) income to net cash(used
                in) provided by operating activities:Finance
                income
            
            
            -
            
            
            (1,928
            )
            
            (13,467
            )Net
                income from leveraged leases
            
            
            -
            
            
            -
            
            
            (1,078,481
            )Equity
                income from investments in joint venturesand
                limited partnerships
            
            
            (77,971
            )
            
            (8,876,727
            )
            
            (2,840,420
            )Net
                (gain) loss on sales of equipment
            
            
            (1,112,070
            )
            
            (96,707
            )
            
            1,738,180Impairment
                loss
            
            
            84,789
            
            
            4,862,584
            
            
            7,861,680Depreciation
                and amortization
            
            
            555,733
            
            
            662,464
            
            
            2,792,845Interest
                expense on non-recourse financing paid directlyto
                lenders by lessees
            
            
            -
            
            
            -
            
            
            484,264Non-cash
                portion of interest expense
            
            
            -
            
            
            196,911
            
            
            -Reversal
                of provision for doubtful accounts
            
            
            -
            
            
            -
            
            
            (134,391
            )Gain
                on early retirement of debt
            
            
            (121,693
            )
            
            -
            
            
            -Minority
                interest
            
            
            -
            
            
            (2,555
            )
            
            (2,139
            )Changes
                in operating assets and liabilities:Collection
                of principal - non-financed receivables
            
            
            -
            
            
            372,500
            
            
            701,862Other
                assets
            
            
            (3,514
            )
            
            (23,181
            )
            
            523,514Due
                from/to General Partner and affiliates, net
            
            
            -
            
            
            (18,523
            )
            
            1,095,881Accounts
                payable and other liabilities
            
            
            (142,676
            )
            
            (36,160
            )
            
            (273,640
            )Decrease
                (increase) in restricted cash
            
            
            100,000
            
            
            (342,723
            )
            
            -Maintenance
                reserve payable
            
            
            -
            
            
            342,723
            
            
            -Net
                cash (used in) provided by operating activities:
            
            
            (1,088,574
            )
            
            (105,196
            )
            
            613,467Cash
                flows from investing activities:Contributions
                to investments in joint venture
            
            
            -
            
            
            -
            
            
            (11,540
            )Proceeds
                from sales of equipment
            
            
            3,994,502
            
            
            392,086
            
            
            1,548,754Increase
                in advances with affiliates
            
            
            (318,029
            )
            
            -
            
            
            -Residual
                sharing payments made
            
            
            (1,976,437
            )
            
            -
            
            
            -Distributions
                received from joint ventures and limited partnership
            
            
            3,960,589
            
            
            20,322
            
            
            958,915Net
                cash provided by investing activities:
            
            
            5,660,625
            
            
            412,408
            
            
            2,496,129Cash
                flows from financing activities:Cash
                paid for redemption of limited partner units
            
            
            (2,197
            )
            
            -
            
            
            -Principal
                payments on notes payable - recourse
            
            
            (4,621,349
            )
            
            (2,422,992
            )
            
            (5,446,072
            )Loans
                and advances from affiliates
            
            
            -
            
            
            2,172,992
            
            
            2,135,000Distributions
                to minority interest in joint venture
            
            
            -
            
            
            (2,250
            )
            
            (3,416
            )Net
                cash used in financing activities:
            
            
            (4,623,546
            )
            
            (252,250
            )
            
            (3,314,488
            )Net
                (decrease) increase in cash and cash equivalents
            
            
            (51,495
            )
            
            54,962
            
            
            (204,892
            )Cash
                and cash equivalents, beginning of the year
            
            
            151,326
            
            
            96,364
            
            
            301,256Cash
                and cash equivalents, end of the year
            
            $
            99,831
            
            $
            151,326
            
            $
            96,364









See
      accompanying notes to consolidated financial statements


23






ICON
                Cash Flow Partners L.P. Seven(A
                Delaware Limited Partnership)Consolidated
                Statements of Cash FlowsYears
                Ended December 31,2006
            
            2005
            
            2004Supplemental
                disclosure of cash flow information:Cash
                paid during the year for interest
            
            $
            201,790
            
            $
            40,249
            
            $
            319,541Supplemental
                disclosure of non-cash investing and financing activities:Principal
                and interest on finance lease paid directly to lenders by lessees
            
            $
            -
            
            $
            -
            
            $
            5,766,418Notes
                payable - non-recourse relinquished with sale of equipment
            
            $
            -
            
            $
            -
            
            $
            16,847,494Transfer
                of investment in operating leases, net of accumulateddepreciation,
                to equipment held for sale or lease
            
            $
            -
            
            $
            -
            
            $
            4,778,474Joint
                venture and finance lease interests assigned to affiliatesin
                exchange for amounts owed
            
            $
            -
            
            $
            2,172,992
            
            $
            1,876,000Reduction
                of recourse debt through sale of interest in investmentin
                estimted unguaranteed residual values
            
            $
            -
            
            $
            1,145,000
            
            $
            -Non-cash
                capital contribution from General Partner
            
            $
            131,186
            
            $
            -
            
            $
            -Restricted
                cash utilized for maintenance payable
            
            $
            2,663,870
            
            $
            -
            
            $
            -







See
        accompanying notes to consolidated financial statements
 24




ICON
        Cash Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004




(1)  Organization





ICON
      Cash
      Flow Partners L.P. Seven (the “Partnership”) was formed on May 23, 1995 as a
      Delaware limited partnership for the purpose of acquiring equipment subject
      to
      leases and, to a lesser degree, acquiring ownership rights to items of leased
      equipment at lease expiration. The Partnership will continue until December
      31,
      2015, unless terminated sooner.





The
      Partnership’s principal investment objective is to obtain the maximum economic
      return from its investments
      for the benefit of its partners. To achieve this objective, the Partnership:
      (i)
      acquired a diversified portfolio of leases and financing transactions; (ii)
      made
      monthly cash distributions to its partners commencing with each partner's admission to the Partnership, continuing through
      the reinvestment period, which ended on November 9, 2002; (iii) re-invested
      substantially all undistributed cash from operations and cash from sales of
      equipment and financing transactions during the reinvestment period; and (iv)
      during the disposition period, is disposing of its investments and is
      distributing the excess cash from sales to its partners.





The
      Partnership’s reinvestment period ended November 9, 2002 and the Partnership
      commenced its disposition period. During the disposition period the Partnership
      is distributing substantially all distributable cash from operations and
      equipment sales to the partners and will continue the orderly termination of
      its
      operations and affairs. The Partnership will not invest in any additional
      finance or lease transactions during the disposition period.





The
      General Partner of the Partnership is ICON Capital Corp. (the "General
      Partner"), a
      Connecticut corporation. The General Partner manages and controls the business
      affairs, including, but not limited to, the Partnership's equipment leases
      and
      financing transactions under the terms of the Partnership’s limited partnership
      agreement. Additionally,
      the General Partner has a 1% interest in the profits, losses, cash distributions
      and disposition proceeds of the Partnership.





The
      Partnership's maximum offering was $100,000,000. The Partnership commenced
      business operations on its initial closing date, January 19, 1996 with the
      admission of 26,368 limited partnership units representing $2,636,795 of capital
      contributions. Between January 20, 1996 through September 16, 1998, the final
      closing date, 973,629 additional limited partnership units were sold
      representing $97,362,886 of capital contributions bringing the total admission
      to 999,997 limited partnership units sold representing $99,999,681 in capital
      contributions. Between September 17, 1998 and December 31, 2006 the Partnership
      redeemed 12,619 limited partnership units leaving 987,378 limited partnership
      units outstanding at December 31, 2006.





The
      Partnership invested most of the net proceeds from its offering in items of
      equipment that were subject to a lease. After the net offering proceeds were
      invested, additional investments were made with the cash generated from the
      Partnership’s initial investments to the extent that cash was not needed for
      expenses, reserves and distributions to partners. The investment in additional
      equipment in this manner is called “reinvestment.” The Partnership purchased
      equipment from time to time until five years from the date the offering was
      completed. This time frame is called the “reinvestment period,” which ended on
      November 9, 2002. After the reinvestment period, the Partnership began selling
      its assets in the ordinary course of business during a time frame called the
      “disposition period.”










25




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


(1)  Organization
      - continued





Partners’
      capital accounts are increased for their initial capital contribution plus
      their
      proportionate share of earnings and decreased by their proportionate share
      of
      losses and distributions. Profits, losses, cash distributions and disposition
      proceeds are allocated 99% to the limited partners and 1% to the General Partner
      until each limited partner has received cash distributions and disposition
      proceeds sufficient to reduce their adjusted capital contribution account to
      zero and receive, in addition, other distributions and allocations which would
      provide an 8% per year cumulative return on their outstanding adjusted capital
      contribution account. After such time, distributions will be allocated 90%
      to
      the limited partners and 10% to the General Partner.










Basis
      of
      Presentation





The
      consolidated financial statements include the accounts of the Partnership and
      its majority owned subsidiaries. All intercompany accounts and transactions
      have
      been eliminated in consolidation.





The
      Partnership accounts for its noncontrolling interests in joint ventures and
      limited partnerships where the Partnership has influence on financial and
      operational matters, generally greater than 5% and less than 50% interest,
      under
      the equity method of accounting. In such cases, the Partnership’s original
      investments are recorded at cost and adjusted for its share of earnings, losses
      and distributions. The Partnership accounts for investments in joint ventures
      and limited partnerships where the Partnership has virtually no influence over
      financial and operational matters using the cost method of accounting. In such
      cases, the Partnership’s original investments are recorded at cost and
      distributions are recorded as revenue. All of the Partnership’s investments in
      joint ventures and limited partnerships are subject to its impairment review
      policies.





In
      joint
      ventures and limited partnerships where the Partnership’s interest is majority
      owned the financial condition and results of operations of the joint venture
      are
      consolidated with the results of the Partnership. Minority interest represents
      the minority owner's proportionate share of its equity in the joint venture
      or
      limited partnership. The minority interest is adjusted for the minority owner's
      share of the earnings, losses and distributions of the joint venture or limited
      partnership.





Cash
      and
      Cash Equivalents





Cash
      and
      cash equivalents include cash in banks and highly liquid investments with
      original maturity dates of three months or less when purchased.





Allowance
      for Doubtful Accounts




The
      Partnership estimates collectibility of receivables by analyzing lessee
      concentrations, credit-worthiness and current economic trends when evaluating
      the adequacy of the allowance for doubtful accounts. The Partnership records
      an
      allowance for doubtful accounts when the analysis indicates that the probability
      of full collection is unlikely.






26




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004




(2)
      Summary of Significant Accounting Policies - continued





Investments
      in Operating Leases





Investments
      in operating leases are stated at cost less accumulated depreciation.
      Depreciation is provided using the straight-line method over the term of the
      related equipment lease to its estimated residual value at lease end. Upon
      final
      disposition of the equipment, the cost and related accumulated depreciation
      are
      removed from the accounts and the resulting profit or loss is reflected in
      the
      consolidated statement of operations. Revenues from operating leases are
      recognized on a straight line basis over the lives of the related
      leases.





Asset
      Impairments





The
      Partnership’s asset portfolio is periodically reviewed, at least annually, to
      determine whether events or changes in circumstances indicate that the carrying
      value of an asset may not be recoverable. An impairment loss is recognized
      if
      the carrying amount of a long-lived asset is not recoverable and exceeds its
      fair value. If
      there
      is an indication of impairment, the Partnership estimates the future cash flows
      (undiscounted and without interest charges) expected to result from the use
      of
      the asset and its eventual disposition. Future cash flows are the cash inflows
      expected to be generated by an asset less the cash outflows expected to be
      necessary to obtain those inflows. If
      impairment is determined to exist, an impairment loss is measured as the amount
      by which the carrying amount of a long-lived asset exceeds its fair
      value.





The
      events or changes in circumstances which generally indicate that an asset may
      be
      impaired are (i) the estimated fair value of the underlying equipment is less
      than its carrying value or (ii) the lessee is experiencing financial
      difficulties and it does not appear likely that the estimated proceeds from
      the
      disposition of the asset will be sufficient to satisfy the Partnership’s
      residual position in the asset and, if applicable, the remaining obligation
      to
      the non-recourse lender. Generally in the latter situation, the residual
      position relates to equipment subject to third party non-recourse notes payable
      where the lessee remits their rental payments directly to the lender and the
      Partnership does not recover its residual position until the non-recourse note
      payable is repaid in full.





Equipment
      Held for Sale





Equipment
      held for sale or lease is recorded at the lower of cost or estimated fair value
      less anticipated costs to sell and consists of equipment previously leased
      to
      end users which has been returned to the Partnership following lease
      expiration.







27




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


(2)  Summary
      of Significant Accounting Policies - continued





Revenue
      Recognition





The
      Partnership leases equipment to third parties which may be classified as either
      a finance lease, leveraged lease or an operating lease, which is determined
      based upon the terms of each lease. Initial direct costs are capitalized and
      amortized over the term of the related lease for a finance lease or leveraged
      lease. For an operating lease, the initial direct costs are included as a
      component of the cost of the equipment and depreciated.





For
      finance leases, the Partnership records, at lease inception, the total minimum
      lease payments receivable from the lessee, the estimated unguaranteed residual
      value of the equipment at lease termination, the initial direct costs related
      to
      the lease and the related unearned income. Unearned income represents the
      difference between the sum of the minimum lease payments receivable plus the
      estimated unguaranteed residual value minus the cost of the leased equipment.
      Unearned income is recognized as finance income over the term of the lease
      using
      the effective interest rate method.





For
      leveraged leases, the Partnership records, at lease inception, the Partnership’s
      net investment in the equipment, which consists of the minimum lease payments
      receivable, the estimated unguaranteed residual value of the equipment at lease
      termination and the initial direct costs related to the lease, net of the
      unearned income and principal and interest on the related non-recourse debt.
      Unearned income is recognized as income over the life of the lease at a constant
      rate of return on the positive net investment.





For
      operating leases, rental income is recognized on the straight line method over
      the lease term. Billed and uncollected operating lease receivables are included
      in other assets. Deferred income is the difference between the timing of the
      cash payments and the revenue recognized on a straight line basis.




Income
      Taxes





No
      provision for income taxes has been recorded since the liability for such taxes
      is that of each of the individual partners rather than the Partnership. The
      Partnership’s income tax returns are subject to examination by the Federal and
      state taxing authorities, and changes, if any, could adjust the individual
      income tax of the partners.





Fair
      Value of Financial Instruments





Statement
      of Financial Accounting Standards ("SFAS") No. 107, "Disclosures About Fair
      Values of Financial Instruments," requires disclosures about the fair value
      of
      financial instruments. Separate disclosure of fair value information at December
      31, 2006 and 2005 with respect to the Partnership's assets and liabilities
      is
      not separately provided since (i) SFAS No. 107 does not require fair value
      disclosures of lease arrangements and (ii) the carrying value of financial
      assets, other than lease related investments and the recorded value of recourse
      debt, approximates
      fair value due to their short-term maturities .




Redemption
        of Limited Partnership Units
 
 The
        Partnership may, at its discretion, redeem units from a limited number of
        its
        limited partners in any one year, as provided for in the partnership agreement.
        The redemption amounts are calculated following a specified redemption formula
        in accordance with the limited partnership agreement. Redeemed units have
        no
        voting rights and do not share in distributions. Redeemed limited partnership
        units are accounted for at cost as a reduction of partners' equity.
 
 Per
        Unit
        Data
 
 Net
        income (loss) per limited partnership unit are based upon the weighted
        average number of units outstanding during the year.


28




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004




(2)  Summary
      of Significant Accounting Policies - continued





Use
      of
      Estimates





The
      preparation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America
      ("GAAP") requires the General Partner to make estimates and assumptions
      that affect the reported amounts of assets and liabilities and the disclosure
      of
      contingent assets and liabilities as of the date of the consolidated financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Significant estimates primarily include the allowance for
      doubtful accounts and the recoverability of the recorded value of assets held
      for sale. Actual results could differ from those estimates.





Recent
      Accounting Pronouncements





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 157, “Accounting for
      Fair Value Measurements”. SFAS 157 establishes a separate framework for
      determining fair values of assets and liabilities that are required by other
      authoritative GAAP pronouncements to be measured at fair value. In addition,
      SFAS No. 157 incorporates and clarifies the guidance in FASB Concepts Statement
      No. 7 regarding the use of present value techniques in measuring fair value.
      SFAS No. 157 is effective for financial statements with fiscal years beginning
      after November 15, 2007. Our General Partner is currently evaluating the impact
      of this pronouncement, but does not currently believe it will have a material
      impact on our consolidated financial statements.





In
      September 2006, the SEC staff issued Staff Accounting Bulletin
      No. 108, “Considering the Effects of Prior Year Misstatements when
      Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB
      108 expresses the views of the SEC staff regarding the process of quantifying
      the materiality of financial misstatements. SAB 108 requires both the balance
      sheet and income statement approaches be used when quantifying the materiality
      of misstated amounts. In addition, SAB 108 contains guidance on correcting
      errors under the dual approach and provides transition guidance for correcting
      errors existing in prior years. SAB 108 is effective for fiscal years ending
      after November 15, 2006. The adoption of SAB 108 did not have an impact on
      our
      consolidated financial statements.





The
      General Partner does not believe that any other recently issued, but not yet
      effective, accounting pronouncements, if currently adopted, would have a
      material effect on the accompanying consolidated financial
      statements.





Reclassifications





Certain
      reclassifications have been made to the accompanying consolidated financial
      statements for prior years in order to conform to the current year
      presentation.







29




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


(3)  Investments
      in Finance Leases





On
      March
      28, 2005, the Partnership assigned its entire 50% interest in a finance lease
      with EKA Chemicals, Inc. to ICON Income Fund Nine, LLC (“Fund Nine”) for
      $745,000. This assignment was made in order for the Partnership to repay its
      outstanding debt obligation to Fund Nine pursuant to the terms and conditions
      of
      a contribution agreement the Partnership entered into with some of its
      affiliates in connection with the line of credit agreement the Partnership
      had
      with Comerica Bank. This amount represented the fair value of the Partnership‘s
      interest in EKA Chemicals, Inc. on March 28, 2005. This amount was determined
      by
      the General Partner to represent the fair value of the finance lease based
      upon
      the expected future cash flows.





(4)  Investment
      in Operating Leases





ICON
      Cash
      Flow Partners L.L.C. III





ICON
      Cash
      Flow Partners, L.L.C. III, an entity wholly-owned by the Partnership, was
      originally formed for the purpose of acquiring and managing a 1976 McDonnell
      Douglas DC-10-30 Aircraft (the “WA Aircraft”). Effective May 1, 2003, the
      Aircraft was leased to World Airways, Inc. (“World Airways”). Effective
      September 1, 2004, this lease was modified to a fixed rental of $50,000 per
      month plus maintenance reserves and the term was extended through September
      2006.





Aviation
      Investors, Inc. ("Aviation"), an unrelated third party who was the seller in
      the
      original acquisition of the WA Aircraft, was entitled to receive 50% of all
      excess residual proceeds from the WA Aircraft pursuant to a Residual Sharing
      Agreement (the “Agreement”) entered into with the Partnership. Residual proceeds
      included gross proceeds from the sale, lease, renewal lease or extension or
      financing of the WA Aircraft and casualty payments. The gross proceeds could
      be
      reduced, but not below zero, for recovery expenses, remarketing expenses, any
      reasonable out-of-pocket costs incurred by the Partnership, including
      remarketing fees paid to Aviation, and an amount calculated to provide the
      Partnership with a consistent rate of return, as defined in the Agreement.
      Additionally, Aviation entered into a management agreement with the Partnership
      to manage the operations of and to remarket the WA Aircraft for sale or lease.
      For this service Aviation received a monthly fee of $10,667.





In
      accordance with the terms of the lease agreement with World Airways, Inc.,
      the
      Partnership received monthly an amount that was recorded as a maintenance
      reserve to cover scheduled heavy maintenance work as required by the Federal
      Aviation Administration. This maintenance reserve was approximately $2,186,000
      at December 31, 2005.





On
      August
      9, 2006, the Partnership sold the WA Aircraft to World Airways for approximately
      $1,300,000 in cash, plus the maintenance reserve of approximately $2,664,000.
      Pursuant to the Agreement with Aviation, the Partnership and Aviation shared
      the
      proceeds of the sale of the WA Aircraft equally. The gross proceeds of the
      sale
      were approximately $3,964,000, reduced by legal fees of approximately $11,000,
      for net proceeds of appoximately $3,953,000 to be divided equally between the
      Partnership and Aviation. The Partnership received approximately $1,976,000
      in
      cash, net of residual proceeds to Aviation and recorded a gain on the sale
      of
      the WA Aircraft of approximately $1,124,000 after a remarketing expense of
      approximately $1,976,000.







30




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004





(4)  Investment
      in Operating Leases - continued





The
      Partnership’s investment in the operating lease discussed above is summarized as
      follows as of December 31, 2005:





2005Aircraft
            
            $
            2,565,000Less:
                accumulated depreciation
            
            
            (1,388,850
            )$
            1,176,150






(5)  Joint
        Ventures
 
 The
        Partnership and its affiliates, entities managed and controlled by the General
        Partner, formed or otherwise entered into the joint ventures, discussed below,
        for the purpose of acquiring and managing various assets. The Partnership
        and
        these affiliates have substantially identical investment objectives and
        participate on the same terms and conditions. The Partnership and the other
        joint venturers generally have a right of first refusal to purchase the
        equipment, on a pro-rata basis, if any of the other joint venturers desire
        to
        sell their interests in the equipment or joint venture.
 
 The
        six
        joint ventures described below are minority owned by the
        Partnership:
 
 ICON
        Receivables 1997-A L.L.C.
 
 The
        Partnership and three affiliates, ICON Cash Flow Partners, L.P., Series D
        (“Series D”), ICON Cash Flow Partners, L.P., Series E (“Series E”) and ICON Cash
        Flow Partners L.P. Six ("L.P. Six") contributed and assigned equipment leases,
        finance receivables and residuals to ICON Receivables 1997-A LLC ("1997-A")
        for
        the purpose of securitizing their cash flow collections. The Partnership,
        Series
        D, Series E and L.P. Six owned interests of 19.97%, 17.81%, 31.19%, and 31.03%,
        respectively, in 1997-A.
 
 During
        2004, 1997-A's operations were liquidated as the note holders had been fully
        repaid for their investment in 1997-A and the remaining receivables relating
        to
        the securitizations totaling $345,152, due from an affiliate of the General
        Partner relating to lease receivables, were written-off as uncollectible.
        The
        remaining cash balances were used to settle the final obligations of
        1997-A.
  ICON
          Receivables 1997-B L.L.C.
 
 The
          Partnership and two affiliates, Series E and L.P. Six, contributed and
          assigned
          equipment leases, finance receivables and residuals to ICON Receivables
          1997-B
          L.L.C. ("1997-B") for the purpose of securitizing their cash flow collections.
          The Partnership, Series E and L.P. Six owned 16.67%, 75.00% and 8.33% interests,
          respectively, in 1997-B.
 
 During
          2004, 1997-B's operations were liquidated as the note holders had been
          repaid.
          The remaining cash balances were used to settle the final obligations of
          1997-B.
 
 ICON
          Cheyenne LLC
 
 The
          Partnership along with L.P. Six, ICON Income Fund Eight A L.P. (“Fund Eight A”)
          and ICON Income Fund Eight B L.P. (“Fund Eight B”) formed ICON Cheyenne LLC
          ("ICON Cheyenne") for the purpose of acquiring and managing a portfolio
          of
          equipment leases consisting of over the road rolling stock, manufacturing
          equipment and materials handling equipment. The original transaction involved
          acquiring from Cheyenne Leasing Company a portfolio of 119 leases, of which
          at
          December 31, 2006, 3 leases remain active, with various expiration dates
          through
          September 2007.
 
 31
  ICON
          Cash
          Flow Partners L.P. Seven
 (A
          Delaware Limited Partnership)
 Notes
          To
          Consolidated Financial Statements
 December
          31, 2006, 2005 and 2004
 
 (5)  Joint
        Ventures - continued
 
 On
          September 23, 2004, the Partnership assigned a 9.04% interest in ICON Cheyenne
          to Fund Eight B for $204,384. This assignment was made in order for the
          Partnership to repay its outstanding debt obligation to Fund Eight B pursuant
          to
          the terms and conditions of a contribution agreement that the Partnership
          entered into with some of its affiliates in connection with the line of
          credit
          agreement that the Partnership had with Comerica Bank. This amount represented
          the estimated fair value of the Partnership’s interest in ICON Cheyenne at
          September 23, 2004. The fair value was determined by the General Partner
          using
          discounted cash flow projections for ICON Cheyenne's lease
          portfolio.
 
 At
        December 31, 2006, the Partnership, Fund Eight A, and Fund Eight B had interests
        of 1.27%, 1.00% and 97.73%, respectively.
 
 ICON/Boardman
        Facility LLC
 
 The
        Partnership and two affiliates, L.P. Six and Fund Eight A formed ICON/Boardman
        Facility LLC ("ICON BF") for the purpose of acquiring a coal handling facility
        on lease with Portland General Electric ("PGE"), a utility company. Prior
        to
        September 24, 2004, the Partnership, L.P. Six and Fund Eight A owned interests
        of 0.5025%, 0.5025% and 98.995%, respectively, in ICON BF.
 
 On
        September 24, 2004, the Partnership assigned its entire 0.5025% interest
        in ICON
        BF, valued at approximately $65,000 to Fund Eight A. This assignment was
        made in order for the Partnership to repay its outstanding debt obligation
        to
        Fund Eight A pursuant to the terms and conditions of a contribution agreement
        the Partnership had entered into with some of its affiliates in connection
        with
        the line of credit agreement that the Partnership had with Comerica Bank.
        This
        amount represented the estimated fair value of the Partnership's interest
        in
        ICON BF at September 24, 2004. The fair value of the Partnership's interest
        in
        ICON BF was estimated by the General Partner based on the expected net proceeds
        from the sale of the coal handling facility which was being negotiated at
        the
        time of the Partnership's assignment.
  ICON
          BF
          sold the coal handling facility to PGE effective May 27, 2005 for a sale
          price
          of approximately $21,250,000. ICON BF recognized a net gain on the sale
          of
          approximately $4,834,000.
 
 In
          accordance with an agreement between the Partnership and Fund Eight A relating
          to the assignment of the Partnership's 0.5025% interest in ICON BF, Fund
          Eight A
          paid the Partnership approximately $3,000 representing the difference between
          the estimated sales price used to calculate the fair value of ICON BF at
          the
          time of the Partnership's assignment to Fund Eight A and the actual sales
          price
          received by ICON BF.
 
 ICON/AIC
          Trust
 
 The
          Partnership and two affiliates, L.P. Six and Fund Eight A, formed ICON/AIC
          Trust
          ("AIC Trust") for the purpose of owning and managing a portfolio of leases
          for
          equipment located in England. On December 28, 2001, AIC Trust sold its
          remaining
          leases, subject to the related debt, in exchange for a note receivable
          of (GB
          pound) 2,575,000 (approximately $3,745,000 converted at the exchange rate
          in
          effect at December 31, 2001), which was payable in six installments through
          June
          2004. In July 2004, the final installment on the note was collected by
          AIC Trust
          and distributed to its beneficiaries. On September 30, 2004, AIC Trust
          was
          dissolved. The Partnership, L.P. Six and Fund Eight A owned a 30.76%, 25.51%
          and
          43.73% interest, respectively.
 
 For
          the
          year ended December 31, 2004, the Partnership realized $129,646 of foreign
          currency translation gains from the transaction, which is included in income
          from investments in joint ventures in the accompanying consolidated statement
          of
          operations.
 
 32
 
 ICON
          Cash
          Flow Partners L.P. Seven
 (A
          Delaware Limited Partnership)
 Notes
          To
          Consolidated Financial Statements
 December
          31, 2006, 2005 and 2004
 (5)  Joint
        Ventures - continued
 
 ICON
        Aircraft 24846 LLC
 
 The
        Partnership and two affiliates, Fund Eight A and Fund Eight B formed ICON
        Aircraft 24846 LLC ("ICON Aircraft 24846") for the purpose of acquiring an
        investment in a Boeing 767-300ER aircraft on lease to Scandinavian Airline
        Systems. The Partnership, Fund Eight A and Fund Eight B had interests of
        2.0%,
        2.0% and 96.0%, respectively.
 
 The
        aircraft was sold on July 29, 2004 and ICON Aircraft 24846 realized a net
        loss
        on the sale of approximately $601,800. The General Partner had determined
        that
        it was in the best interest of ICON Aircraft 24846 and its members to sell
        the
        Boeing 767-300ER aircraft to BTM Capital Corp., the lender, for an amount
        equal
        to the then outstanding debt balance. The decision to sell the aircraft was
        based, in part, on the following factors: (i) the aircraft's fair market
        value
        was estimated to be between $24,000,000 and $27,000,000 and the balance of
        the
        outstanding debt was $34,500,000; (ii) any new lease for the aircraft would
        have
        required an additional $850,000 in equity (at a minimum) in order to reconfigure
        the aircraft and upgrade the engines; and (iii) if ICON Aircraft 24846 were
        to
        continue to remarket the aircraft, the lender would have required interest
        only
        payments of approximately $100,000 per month until the aircraft was
        re-leased.




(6)
      Investment in Estimated Unguaranteed Residual Values





During
      July 1997, the Partnership entered into an option to acquire the residual
      interests in three Boeing 737-300 aircraft (the "Boeing Aircraft") on lease
      to
      Continental Airlines. On August 29, 2003, the Partnership re-negotiated the
      option, which resulted in the termination of the option in exchange for the
      Partnership obtaining an investment in the estimated unguaranteed residual
      values in the Boeing Aircraft. As part of the re-negotiation, the three recourse
      promissory notes payable by the Partnership, and incurred by the Partnership
      in
      connection with the original purchase of the option, were converted into a
      single recourse promissory note payable for approximately $5,844,000.
      This single recourse promissory note payable was due on November 27, 2006,
      accrued interest at 5.0% per year and required monthly interest only payments
      beginning December 31, 2005. The Partnership was required to prepay $500,000
      which was being amortized into operations as interest expense through the date
      monthly interest payments begin in 2005.





If
      any,
      or all, of the Boeing Aircraft were sold prior to the maturity date of
      the recourse promissory note payable on November 27, 2006, the Partnership
      may
      have had all or a portion of the outstanding balance of the recourse
      promissory note payable forgiven, depending upon the total sales proceeds.
      If
      the Boeing Aircraft are sold after the maturity date of the recourse promissory
      note, the Partnership would be entitled to receive one-third of the net proceeds
      in excess of the net book value of Boeing Aircraft, as defined in the agreement.
      In addition, the Partnership was required to repay a portion of the recourse
      promissory note with 50% of the sales proceeds from any of its assets that
      are
      not subject to senior secured debt. The Partnership was not required to make
      any
      principal payments to the lender under the terms of the recourse promissory
      note
      through December 31, 2005.





On
      February 28, 2005, AAR Corp., the entity which owned the Boeing Aircraft, sold
      an interest in the Boeing Aircraft for approximately $15,000,000. As a result
      of
      this sale, the Partnership's principal balance on its recourse debt was reduced
      by $1,145,000. Additionally, the Partnership reduced its investment in estimated
      unguaranteed residual value by $1,145,000. At December 31, 2005, the General
      Partner determined, based upon the undiscounted cash flow analysis that the
      investment in unguaranteed residual values relating to the Boeing Aircraft
      were
      impaired and the Partnership recorded an impairment loss of approximately
      $3,542,000 against its investment. Amounts outstanding under the related note
      payable were $4,698,538 at December 31, 2005.





On
      July
      31, 2006 the Partnership made a payment of $3,100,000 toward its recourse
      obligation in connection with the Boeing aircraft. On August 30, 2006, the
      Partnership repaid the remaining outstanding balance of the recourse obligation
      thus enabling the Partnership to take advantage of an agreed upon reduction
      of
      approximately $121,700 in the remaining principal amount. This amount has been
      recognized as gain on early retirement of debt in the accompanying consolidated
      statements of operations. The entire repayment amount including accrued interest
      was approximately $1,523,000.






33




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


(7)  Investment
      in Limited Partnership





North
      Sea
      (Connecticut) Limited Partnership





The
      Partnership entered into a limited partnership agreement with North Sea
      (Connecticut) Limited Partnership ("North Sea"), pursuant to which the
      Partnership acquired 100% of the Class C limited partnership interest in North
      Sea giving the Partnership a 50% equity interest in North Sea. The original
      purchase price for the Class C limited partnership interest was approximately
      $14,726,000, consisting of approximately $12,325,000 in cash and approximately
      $2,401,000 of non-recourse debt. North Sea exercised its option to acquire
      an
      interest in a drilling rig from its owner, which drilling rig had previously
      been acquired from, and simultaneously leased back to the operator.





The
      lease
      was financed on a non-recourse basis with a bank and a portion of the loan
      proceeds were used to pay for the exercise price of the option, with the excess
      loan proceeds of approximately $20,003,000 distributed to the partners (the
      Partnership received approximately $10,001,000 as a distribution which
      represented the Partnership’s original 50% share). The other partner in North
      Sea is not affiliated with the Partnership or the General Partner. During 2004
      and 2005, the Partnership transferred a portion of its rights to the profits,
      losses and cash flows of its Class C interest in North Sea to its affiliates
      as
      repayment for amounts owed in connection with a joint line of credit agreement.





The
      Partnership currently has a right in and to 87.65% of the profits, losses and
      cash flows from its Class C limited partnership interest in North Sea. During
      November 2004 and February 2005, the Partnership assigned 6.64% and 5.71%,
      respectively, of its rights in and to the profits, losses and cash flows from
      its Class C limited partnership interest valued at $1,660,000 and $1,427,992,
      respectively, to several of its affiliates as repayment under the terms of
      a contribution agreement the Partnership entered into with such affiliates
      in
      connection with the line of credit it had with Comerica Bank.  The
      Partnership realized a gain from these assignments of $1,172,000 and $1,397,000
      for the years ended December 31, 2005 and 2004, respectively.





The
      operator had entered into a charter with the owner trustee of the drilling
      rig
      which had a monthly rental of approximately $436,000 that was paid semi-annually
      and was scheduled to expire on March 15, 2008. Pursuant to the terms of the
      charter, the oil-rig charterer (“the Charterer”), was required to make its
      semi-annual payment of the charter hire following an “Event of Loss,” as
      discussed below, which payment was made in the quarter ending March 31,
      2006.





On
      October 5, 2005, the Charterer notified the owner trustee of the rig that an
      "Event of Loss" occurred with respect to the rig in September 2005 as a result
      of Hurricane Rita. The charter provides that the Charterer will pay to the
      lender (and upon satisfaction of all of the debt outstanding, to the owner
      trustee on behalf of North Sea) an amount equal to the "Stipulated Loss Value"
      of the rig. The "Stipulated Loss Value" of the rig is determined according
      to
      the terms of the charter between the Charterer and the owner trustee of the
      rig.
      The “Stipulated Loss Value” is defined as the sum of (i) the charter hire
      payment payable on the first charter hire payment date following an “Event of
      Loss”, (ii) the present value of the remaining charter hire payments due to the
      lender and (iii) the present value of the fair market value of the rig at the
      end of the charter, as determined by the appraisal procedure under the charter.
      As permitted by and in compliance with the terms and conditions of the
      Partnership’s limited partnership agreement, an affiliate of our General Partner
      financed and has agreed to continue to finance, on behalf of the Class C limited
      partner’s interest, certain costs and expenses that have been and may be
      incurred by North Sea. These advances will be repaid from any monies received
      for the "Stipulated Loss Value".








34




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004




(7)  Investment
      in Limited Partnership - continued





Prior
      to
      North Sea initiating the appraisal procedure on November 29, 2005, the Charterer
      commenced a declaratory judgment action in Texas State Court requesting that
      the
      court declare, among other things, that "Stipulated Loss Value" should be
      determined by "the value estimated in advance" of the renewal term of the
      charter, which amount was never documented or agreed by the parties. North
      Sea
      immediately filed a counterclaim against the Charterer to, among other things,
      have the charter enforced in accordance with its terms, and the owner trustee
      of
      the rig initiated the appraisal procedure required under the charter. The
      appraisal procedure has been completed and it was determined that the
      "Stipulated Loss Value" of the rig at the end of the charter was
      approximately $80,235,000.





On
      or
      about May 22, 2006, the Charterer paid to North Sea (i) the March 2006 charter
      hire payment and (ii) the component of the “Stipulated Loss Value” of the rig
      represented by the present value of the remaining charter hire payments due
      to
      the lender, which amounts were used to fully satisfy the approximately
      $9,300,000 of outstanding non-recourse debt on the rig. On May 31, 2006, the
      Partnership received a distribution of approximately $3,951,000 with
      respect to its Class C limited partnership interest in North Sea, which
      distribution was net of the repayment by North Sea of all of the outstanding
      obligations owed by North Sea to the affiliate of the General Partner (the
      “Distribution”). The Distribution represented our portion of the
      approximately $10,942,000 in net insurance proceeds that the Charterer
      agreed to distribute to North Sea with respect to the rig. The General Partner
      does not believe that the insurance proceeds received by North Sea represents
      the full amount of the “Stipulated Loss Value” of the rig that North Sea expects
      to receive in accordance with the terms of the charter.





On
      September 1, 2006, the Charterer and North Sea each filed motions for complete
      summary judgment. Oral argument on the motions occurred on November 7, 2006.
      On
      January 24, 2007, the Texas State Court issued a preliminary order granting
      of
      all of North Sea’s summary judgment motions and denying all of the Charterer’s
      summary judgment motions. In addition, the Court ordered the Charterer to pay
      North Sea the approximately $60 million plus interest thereon that North Sea
      claimed as its damages. On March 7, 2007, the Texas State Court issued its
      final
      judgment and an order of severance and consolidation with respect to the
      parties’ summary judgment motions. In its final judgment, the Texas State Court
      (i) granted all of North Sea’s summary judgment motions that support the Court’s
      related order for the Charterer to pay North Sea the approximately $60 million
      plus interest thereon that North Sea claimed as its damages, as well as $500,000
      in attorneys’ fees, (ii) denied all of North Sea’s other summary judgment
      motions, except for those that were severed pursuant to the order of severance
      and consolidation, and (iii) denied all of the Charterer’s summary judgment
      motions.





While
      it
      is not possible at this stage to determine the likelihood of the outcome of
      the
      litigation, the Partnership and the other North Sea partners believe that the
      Court’s decision is correct and the Partnership is working with the other North
      Sea partners to vigorously pursue its claims and defend the Court’s decision in
      any appeal brought by the Charterer. Although the court initially ruled in
      North
      Sea’s favor, the outcome of any appeal is uncertain. The appeals process may
      span several months, possibly even several years, during such time the
      Partnership expects to incur additional expenses and legal fees. If the Texas
      State Court’s decision is reversed on appeal, the matter will be remanded to the
      Texas State Court and could proceed to trial, which would further delay a
      resolution of the dispute. A trial will require the Partnership and the other
      North Sea partners to devote significant resources, including substantial time
      and money, to the pursuit of North Sea’s claims. There is no certainty that a
      trial will result in a favorable verdict. If the Charterer prevails on appeal,
      it is anticipated that such a verdict would have a material adverse effect
      on
      the cash available for distribution to the Partnership’s partners.







35




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


(7)  Investment
      in Limited Partnership - continued





For
      the
      year ended December 31, 2006, North Sea recorded net income of approximately
      $152,000. Under the terms of the charter, the Charterer was required to timely
      make its next scheduled semi-annual rental payment after an Event of Loss.
      The
      Charterer made this final payment on or about March 15, 2006.





For
      the
      year ended December 31, 2005, North Sea recorded net income of approximately
      $17,572,000 due primarily to the involuntary conversion of its sole asset as
      a
      result of the Event of Loss. North Sea also recorded an insurance receivable
      of
      approximately $22,800,000 at December 31, 2005. North Sea’s net income was
      determined based on the difference between the net book value of the rig and
      the
      amount of the insurance receivable. The insurance receivable does not represent
      the full amount of insurance proceeds that North Sea expects to receive and
      neither amount represents the final amount of the Stipulated Loss Value of
      the
      rig as determined according to the terms of the charter.





On
      October 22, 2006, the Partnership advanced $318,029 to North Sea under the
      terms
      of a promissory note. The note accrues interest at 6.0% per year and is to
      be
      repaid within one year of the advance. At December 31, 2006, North Sea owes
      the
      Partnership $322,129, including accrued interest of $4,100, which is included
      in
      other assets in the accompanying consolidated balance sheet.





Information
      as to the financial position and results of operations of North Sea at December
      31, 2006 and 2005 and for the years ended December 31, 2006, 2005, and 2004
      are
      summarized below:





December
                31,2006
            
            2005Assets
            
            
            
            
            $
            2,697,075
            
            $
            22,888,483Liabilities
            
            
            
            
            $
            646,998
            
            $
            11,981,360Equity
            
            
            
            
            $
            2,050,077
            
            $
            10,907,123Years
                Ended December 31,2006
            
            
            2005
            
            
            2004Net
                income
            
            $
            152,040
            
            $
            17,571,528
            
            $
            3,070,860Partnership's
                share of net income
            
            $
            66,632
            
            $
            7,700,722
            
            $
            1,143,076





(8)  Net
      Investment in Leveraged Leases





The
      Partnership had an interest in a McDonnell Douglas DC-10-30F aircraft (the
      “Fedex Aircraft”) subject to a leveraged lease with Federal Express Corporation
      which expired on July 2, 2004. The Fedex Aircraft was subject to non-recourse
      debt which had a balloon payment of approximately $9,600,000 due at the
      expiration of the lease. As required by the terms of the loan agreement, the
      Partnership entered into a residual value insurance agreement (the "Residual
      Insurance Agreement") with an unrelated third party.







36




ICON
      Cash
      Flow Partners L.P. Seven


(A
      Delaware Limited Partnership)


Notes
          To
          Consolidated Financial Statements
 December
          31, 2006, 2005 and 2004


(8)  Net
      Investment in Leveraged Leases - continued





Under
      the
      Residual Insurance Agreement, the insurer was required to pay the insured amount
      to the lender at the expiration of the lease if the balloon payment was not
      made
      by the Partnership. Due to the downturn in the marketplace for this type of
      aircraft, the Partnership was unable to sell the Fedex Aircraft for sufficient
      proceeds to repay the outstanding debt and therefore, the Partnership was unable
      to make the required balloon payment when due nor was it able to successfully
      refinance the debt. As a result, pursuant to the terms of the Residual Insurance
      Agreement, the insurer notified the Partnership of its intention to pay the
      insured amount of $10,200,000 at lease end, resulting in title of the Fedex
      Aircraft transferring to the insurer and the Partnership losing its entire
      interest in the Fedex Aircraft. As a result, the Partnership received net
      proceeds of approximately $520,000, after approximately $9,678,000 was
      paid to the non-recourse lender.





For
      the
      year ended December 31, 2004, the Partnership recorded an impairment loss of
      $4,700,000, due to the reduction in the original estimated residual value based
      upon an appraisal obtained at that time.





(9)  Sales
      of
      Equipment





The
      Partnership currently owns aircraft rotables for Boeing 737 and Airbus A310
      aircraft. These rotables were formerly on lease to Sabena Technics and are
      currently off lease and in the process of being remarketed. Due to the
      continuing declining market for these rotables the General Partner determined
      that the fair value of the rotables was less than originally estimated and
      the
      Partnership recognized impairment losses of approximately $85,000 and $1,021,000
      for the years ended December 31, 2006 and 2005, respectively. The impairment
      was
      based upon recent market data from sales of similar assets to unrelated third
      parties. During the years ended December 31, 2006, 2005 and 2004, the
      Partnership received proceeds from the sales of these assets of approximately
      $42,000, $192,000 and $621,000, respectively.





The
      Partnership was the sole owner of three supply tug vessels
      originally on charter to affiliates of Seacor Smit, Inc. As discussed below,
      two
      of the vessels were sold during 2004 and the third vessel was sold during 2005.





On
      September 20, 2004 and again on October 10, 2004, the Partnership entered into
      two separate Memorandum’s of Agreement (the "Agreements") with Gulf Ocean Marine
      Services, Inc., an unaffiliated third party, for the sale of the Gulf Pearl
      and
      Gulf Wind supply tug vessels, respectively. The sales occurred simultaneously
      with the execution of the Agreements. The sale price for each vessel was
      $500,000, and the Partnership recognized a loss on each sale of $790,420. The
      $790,420 loss on the first vessel sold on September 20, 2004, is included in
      net
      gain (loss) on sales of equipment in the accompanying consolidated statements
      of
      operations and the $790,420 loss on the second vessel sold on October 10, 2004
      was recorded as an impairment loss in the accompanying consolidated statements
      of operations for the year ended December 31, 2004, based on the terms of the
      sale of the first vessel.





At
      December 31, 2004, the General Partner also determined that the third vessel
      was
      impaired and accordingly recorded an additional impairment loss of $790,420
      for
      the third vessel. The determination of impairment was based upon an independent
      appraisal, the recent sales of the other vessels and the determination by the
      General Partner that this industry was not improving as previously believed.
      On
      May 18, 2005, the Partnership entered into a Memorandum of Agreement (the
      "Agreement") with Jettco Marine Transportation, Inc., an unaffiliated third
      party, for the sale of the third vessel. The sale occurred simultaneously with
      the execution of the Agreement. The sale price was $200,000 and the Partnership
      recognized an additional impairment loss of $300,000 during the first quarter
      of
      2005.







37




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


(9)  Sales
      of
      Equipment - continued





The
      Partnership was the sole owner of two joint ventures that owned five marine
      vessels (‘the “Vessels”) originally on charter to affiliates of Seacor Marine,
      Inc. (“Seacor”). These Vessels were subject to outstanding non-recourse debt
      with Fleet Capital Corp. ("Fleet"). In September 2003, Fleet took control of
      the
      Vessels and commenced remarketing efforts under the terms of their financing
      agreement with the Partnership. On May 12, 2004, Fleet sold the Vessels, which
      resulted in aggregate sale proceeds of approximately $3,580,000. At the time
      of
      sale, the outstanding non-recourse notes relating to the Vessels was
      approximately $7,138,000; therefore all proceeds from the sale were used
      repay the outstanding non-recourse notes. As a result of the sale of the
      Vessels, the Partnership recorded a loss on sales of equipment of $622,872,
      which represented their net book value at that time.





In
      August
      2004, Fleet commenced an action against the Partnership for unspecified damages,
      alleging that the Partnership breached its obligations owed to Fleet under
      certain performance guaranties the Partnership entered into in connection with
      non-recourse loans made by Fleet. The loans were made to the Partnership's
      wholly-owned subsidiaries when these entities entered into transactions to
      acquire supply tug vessels on charter with affiliates of Seacor. The Partnership
      and its subsidiaries counterclaimed, alleging, among other things, that Fleet
      breached its covenant of good faith and fair dealing. On May 31, 2006, the
      Partnership settled its action with Fleet. While the precise terms of the
      settlement are confidential, the settlement provided for the full release of
      all
      of Fleet's claims, as well as the Partnership's counterclaims. The settlement
      payment of $750,000 made by the Partnership is included in general and
      administrative expense in the accompanying condensed consolidated statements
      of
      operations.




(10)  Line
      of
      Credit





On
      May
      30, 2002, the
      Partnership, along with certain of its affiliates; Fund Eight A, Fund Eight
      B
      and ICON Income Fund Nine, LLC (the
      “Initial Funds”) entered into a $17,500,000 line of credit agreement with
      Comerica Bank. Effective August 5, 2004, the line of credit agreement was
      amended to add ICON Income Fund Ten, LLC (“Fund Ten”) as a borrower. The Initial
      Funds and Fund Ten are collectively referred to as the Borrowers.






38




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004





(10)  Line
      of
      Credit - continued





The
      Borrowers entered into a Contribution Agreement, dated May 30, 2002. On
      September 7, 2005, the Borrowers repaid and cancelled the line of credit with
      Comerica Bank and terminated the related contribution agreement. The Partnership
      is no longer party to any line of credit or contribution agreement.





During
      2004 and 2005, certain of the Borrowers paid Comerica Bank a portion of the
      outstanding obligations of the Partnership. As required under the terms of
      the
      Contribution Agreement, the Partnership was required to promptly repay the
      Borrowers for amounts paid on the Partnership’s behalf. Since the Partnership
      did not have sufficient liquidity to repay the Borrowers, the Partnership
      assigned interests in certain joint venture and other investments as full
      repayment of monies due to the Borrowers (See Notes 3 and 7).





(11)  Transactions
      with Related Parties





Prior
      to
      July 1, 2004, the Partnership in accordance with the terms of the Partnership’s
      limited partnership agreement, paid the General Partner (i) management fees
      ranging from 1% to 7% based on a percentage of the rentals received either
      directly by the Partnership or through joint ventures and (ii) acquisition
      fees,
      through the reinvestment period of 3% calculated based on the gross value of
      the
      Partnership’s acquisition transactions. In addition, the General Partner is
      reimbursed for administrative expenses incurred in connection with the
      Partnership’s operations.





The
      General Partner performs
      certain services relating to the management of the Partnership’s equipment
      leasing activities. Such services include the collection of lease payments
      from
      the lessees of the equipment, re-leasing services in connection with equipment
      which is off-lease, inspections of the equipment, liaison with and general
      supervision of lessees to assure that the equipment is being properly operated
      and maintained, monitoring performance by the lessees of their obligations
      under
      the leases and the payment of operating expenses.





Administrative
      expense reimbursements are costs incurred by the General Partner and necessary
      to the Partnership’s operations.  These costs include the General Partner’s
      legal, accounting, investor relations and operations personnel, as well as,
      professional fees and other costs that are charged to the Partnership based
      upon
      the percentage of time such personnel dedicate to the Partnership. 
Excluded are salaries and related costs, travel expenses and other
      administrative costs incurred by individuals with a controlling interest in
      the
      General Partner.





Effective
      July 1, 2004, the General Partner voluntarily decided to waive its right to
      future management fees and administrative expense reimbursements from the
      Partnership.





The
      General Partner also has a 1% interest in the Partnership’s profits, losses, and
      distributions and disposition proceeds. Additionally, the General Partner’s
      interest in the Partnership’s net (loss) income for the years ended December 31,
      2006, 2005 and 2004 was $(3,712), $28,561 and $(102,422),
      respectively.





At
      December 31, 2006, the Partnership owed no liabilities to the General Partner
      or
      its affiliates. At December 31, 2005, the Partnership had a payable totaling
      $132,499 due to its General Partner for management fees and administrative
      expense reimbursements incurred in prior years. Additionally, the General
      Partner advanced $175,000 to the Partnership that the Partnership used to
      partially repay the Comerica Bank line of credit. The Partnership repaid this
      advance to the General Partner during January 2006 without interest.







39


ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004





(11)  Transactions
      with Related Parties - continued





At
      December 31, 2006, the Partnership has no receivables due from the General
      Partner or its affiliates. At December 31, 2005, the Partnership had a
      receivable of $190,301 which included $150,000 due from L.P. Six that related
      to
      distributions received by L.P. Six on the Partnership’s behalf. Additionally,
      the Partnership had a receivable of $40,301 due from several affiliates for
      expenses paid during 2004 on behalf of such affiliates. All amounts were repaid
      during January 2005.





The
      Partnership owed $2,000,000 to Series D relating to the financing of the free
      cash portion, including the proceeds from the sale or disposal of equipment,
      relating to a leveraged lease transaction entered into by the Partnership.
      The
      Partnership exercised its right to prepay a portion of the financing with Series
      D, and the Partnership prepaid $250,000 during 2002 and $1,253,625 during 2004.
      The lease expired July 2004. As a result, the Partnership recorded forgiveness
      of debt income of $496,375 which is included in net gain (loss) on sales of
      equipment in the accompanying consolidated statements of operations for the
      year
      ended December 31, 2004.





As
      discussed in Notes 3 and 7, the Partnership assigned certain of its
      interests in finance leases and a limited partnership during 2004 and 2005
      to repay its affiliates for amounts paid by the affiliates under the terms
      of
      the contribution agreement.





Fees
      and
      other expenses paid or accrued by the Partnership to the General Partner or
      its
      affiliates for the years ended December 31, 2006, 2005 and 2004, respectively,
      were as follows:





Years
                Ended December 31,2006
            
            2005
            
            2004Management
                fees
            
            $
            -
            
            $
            -
            
            $
            387,287Administrative
                expense reimbursements
            
            
            -
            
            
            -
            
            
            154,958$
            -
            
            $
            -
            
            $
            542,245








(12)  Concentrations





The
      Partnership's cash and cash equivalents are held principally at one financial
      institution and at times may exceed insured limits. The Partnership has
      placed these funds in a high quality institution in order to minimize the risk
      of loss.





At
      December 31, 2005, concentrations of credit risk with respect to the
      Partnership’s one remaining lease are concentrated in the aircraft industry
      within the United States of America; accordingly, the Partnership is exposed
      to
      business and economic risk. The aircraft was sold during 2006.





For
      the
      years ended December 31, 2006 and 2005 the Partnership had one lessee which
      accounted for approximately 100% of our total rental income and finance income.
      For the year ended December 31, 2004, the Partnership had two lessees which
      accounted for 77% of total rental income and finance income.







40




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004





(13)  Income
      Taxes (Unaudited)





No
      provision for income taxes has been recorded since the liability for such taxes
      is that of each of the individual partners rather than the Partnership. The
      Partnership's income tax returns are subject to examination by the Federal
      and
      state taxing authorities, and changes, if any could adjust the individual income
      tax of the partners.





At
      December 31, 2006 and 2005, the partners’ capital accounts included in the
      consolidated financial statements totaled $7,775,055 and $8,017,238,
      respectively, compared to the partners’ capital accounts for Federal income tax
      purposes of $21,470,952 and $15,210,351, respectively. The differences arise
      primarily from commissions reported as a reduction in the partners’ capital
      accounts for financial reporting purposes but not for Federal income tax
      purposes, and temporary differences relating to direct finance leases,
      depreciation and provision for losses.





The
      following table reconciles net income (loss) for consolidated financial
      reporting purposes to the net loss for Federal income tax purposes as
      follows:





2006
            
            2005
            
            2004Net
                (loss) income per consolidated financial statements
            
            $
            (371,172
            )
            $
            2,856,126
            
            $
            (10,242,221
            )Adjustment
                for direct finance lease
            
            
            -
            
            
            (118,673
            )
            
            (838,438
            )Interest
            
            
            -
            
            
            -
            
            
            8,528,277Impairment
                loss
            
            
            84,789
            
            
            -
            
            
            -Depreciation
                and amortization
            
            
            3,847,391
            
            
            3,124,938
            
            
            (294,127
            )Gain
                (Loss) on sale of equipment
            
            
            (9,634,525
            )
            
            (2,018,295
            )
            
            11,070,836Other
                items
            
            
            12,205,129
            
            
            (635,242
            )
            
            4,802,180Net
                income for Federal income tax purposes
            
            $
            6,131,612
            
            $
            3,208,854
            
            $
            13,026,507





(14)  Selected
      Quarterly Financial Data (Unaudited)





The
      following table is a summary of selected financial data, by quarter, for the
      years ended December 31, 2006 and 2005:




Quarters
                Ended in 2006March
                31,
            
            June
                30,
            
            September
                30,
            
            December
                31,Total
                Revenue
            
            $
            566,371
            
            $
            135,185
            
            $
            1,107,653
            
            $
            (214,568
            )Net
                income (loss) allocable to limited partners
            
            $
            141,784
            
            $
            (1,181,176
            )
            $
            985,320
            
            $
            (313,388
            )Net
                income (loss) per weighted averagelimited
                partnership unit
            
            $
            0.14
            
            $
            (1.20
            )
            $
            1.00
            
            $
            (0.32
            )





Quarters
                Ended in 2005March
                31,
            
            June
                30,
            
            September
                30,
            
            December
                31,Total
                Revenue
            
            $
            1,847,054
            
            $
            526,336
            
            $
            537,107
            
            $
            6,685,239Net
                income (loss) allocable to limited partners
            
            $
            1,069,362
            
            $
            (990,572
            )
            $
            125,894
            
            $
            2,622,881Net
                income (loss) per weighted averagelimited
                partnership unit
            
            $
            1.08
            
            $
            (1.00
            )
            $
            0.13
            
            $
            2.66










41








**Schedule
                II**ICON
                Cash Flow Partners L.P. Seven(A
                Delaware Limited Partnership)Valuation
                and Qualifing AccountsBalance
                At
            
            Charged
                To
            
            
            
            
            
            Balance
                AtBeginning
            
            Costs
                And
            
            
            
            
            
            EndOf
                Period
            
            Expenses
            
            Deduction
            
            
            
            Of
                PeriodYear
                ended December 31, 2006Allowance
                for doubtful accounts(deducted
                from investments in finance leases)
            
            $
            -
            
            $
            -
            
            $
            -
            
            
            
            
            $
            -Year
                ended December 31, 2005Allowance
                for doubtful accounts(deducted
                from investments in finance leases)
            
            $
            -
            
            $
            -
            
            $
            -
            
            
            
            
            $
            -Year
                ended December 31, 2004Allowance
                for doubtful accounts(deducted
                from investments in finance leases)
            
            $
            239,516
            
            $
            (134,391
            )
            $
            (105,125
            )
            
            (1
            )
            $
            -(1)
                The finance lease terminated during 2004 and the Partnership reversed
                the
                remaining balance of the allowance for doubfulaccounts
                at December 31, 2004.







S-1






**Item
      9.****Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure** ****





During
      the year ended December 31, 2006, we had no disagreements with our accountants
      on any matters of accounting or financial reporting.





**Item
      9A. Controls and Procedures******





*Evaluation
      of disclosure controls and procedures*





In
      connection with the preparation of this Annual Report on Form 10-K for the
      period ended December 31, 2006, as well as the financial statements for
      our General Partner, our General Partner carried out an evaluation, under
      the supervision and with the participation of the management of our General
      Partner, including its Chief Executive Officer and the Principal Financial
      and
      Accounting Officer, of the effectiveness of the design and operation of our
      General Partner’s disclosure controls and procedures as of the end of the period
      covered by this report pursuant to the Securities Exchange Act of 1934. Based
      on
      the foregoing evaluation, except as noted below, the Chief Executive Officer
      and
      the Principal Financial and Accounting Officer concluded that our General
      Partner’s disclosure controls and procedures were effective.





While
      evaluating our General Partner’s disclosure controls and procedures, our General
      Partner recognized that greater internal controls were needed to aid in a more
      efficient closing of our financial statements, thereby requiring our
      General Partner to hire  additional
      skilled accounting staff.  Our General Partner hired an additional
      accounting staff member during 2006 who is a certified public accountant and
      experienced with public reporting entities. Subsequently, in 2007 our General
      Partner hired two additional senior accountants with more than 16 and 8 years
      of
      experience with public reporting entities. Our General Partner will continue
      to
      evaluate its disclosure controls and procedures to determine their effectiveness
      and adequacy and will take the steps necessary, in our General Partner’s
      opinion, to ensure the adequacy of our General Partner’s disclosure controls and
      procedures.





In
      designing and evaluating our General Partner’s disclosure controls and
      procedures, our General Partner recognized that disclosure controls and
      procedures, no matter how well conceived and operated, can provide only
      reasonable, not absolute, assurance that the objectives of the disclosure
      controls and procedures are met.  Our General Partner’s disclosure controls
      and procedures have been designed to meet reasonable assurance standards.
      Disclosure controls and procedures cannot detect or prevent all error and fraud.
      Some inherent limitations in disclosure controls and procedures include costs
      of
      implementation, faulty decision-making, simple error and mistake. Additionally,
      controls can be circumvented by the individual acts of some persons, by
      collusion of two or more people, or by management override of the controls.
      The
      design of any system of controls is based, in part, upon certain assumptions
      about the likelihood of future events, and there can be no assurance that any
      design will succeed in achieving its stated goals under all anticipated and
      unanticipated future conditions. Over time, controls may become inadequate
      because of changes in conditions, or the degree of compliance with established
      policies or procedures.





Our
      General Partner’s Chief Executive Officer and Principal Financial and Accounting
      Officer have determined that no weakness in disclosure controls and procedures
      had any material effect on the accuracy and completeness of our financial
      reporting and disclosure included in this report.




**Item
      9B. Other Information**





Not
      applicable.






42






**PART
      III**





**Item
      10. Directors and Executive Officers of the Registrant's
      General Partner**




Our
      General Partner, ICON Capital Corp., a Connecticut corporation, was formed
      in
      1985. Our General Partner’s principal offices are located at 100 Fifth Avenue,
      4th Floor, New York, New York 10011, and the telephone number is (212) 418-4700.




In
      addition to the primary services related to our acquisition and disposition
      of
      equipment, our General Partner will provide services relating to the day-to-day
      management of our equipment. These services include collecting payments due
      from
      lessees, remarketing equipment that is off-lease, inspecting equipment, serving
      as a liaison with lessees, supervising equipment maintenance, and monitoring
      performance by lessees of their obligations, including payment of rent and
      all
      operating expenses.





Our
      General Partner’s Directors and Officers are:




**Name**
            **Age**
            **Position**Beaufort
                J.B. Clarke
            60
            Chairman,
                Chief Executive Officer and DirectorThomas
                W. Martin
            53
            President,
                Chief Operating Officer and DirectorMichael
                A. Reisner
            36
            Executive
                Vice President and Chief Financial OfficerMark
                Gatto
            34
            Executive
                Vice President-Business DevelopmentPatricia
                Palmer
            43
            Executive
                Vice PresidentRichard
                L. Specker
            52
            Senior
                Managing DirectorJoel
                S. Kress
            34
            Senior
                Vice President and General CounselDavid
                J. Verlizzo
            34
            Vice
                President and Deputy General CounselDavid
                C. Wright
            49
            Senior
                Vice President-AccountingAnthony
                J. Branca
            38
            Senior
                Vice President-FinanceCraig
                A. Jackson
            48
            Vice
                President-Remarketing and Portfolio
                Management





***Beaufort
      J. B. Clarke*** has been
      Chairman, Chief Executive Officer and a Director since August 1996. He was
      President from August of 1996 until December 31, 1998. Prior to his present
      positions, Mr. Clarke was founder, President and Chief Executive Officer of
      Griffin Equity Partners, Inc. (a purchaser of equipment leasing portfolios)
      from
      October 1993 through August 1996. Prior to that, Mr. Clarke was President of
      Gemini Financial Holdings, Inc. (an equipment leasing company) from June 1990
      through September 1993. Previously, Mr. Clarke was a Vice President of AT&T
      Systems Leasing. Mr. Clarke formerly was an attorney with Shearman and Sterling
      LLP. Mr. Clarke received a B.A. degree from the George Washington University
      and
      a J.D. degree from the University of South Carolina. Mr. Clarke has been in
      the
      equipment leasing business, as a business person and lawyer, since
      1979.




***Thomas
      W. Martin*** has been
      President since February 2007, Chief Operating Officer since February 2006,
      has
      been a Director (and Director, President and Treasurer of ICON Securities Corp.
      as well) since August 1996, and was Chief Financial Officer from May 2003
      through January 2007. Mr. Martin was the Executive Vice President, Chief
      Financial Officer and a co-founder of Griffin Equity Partners, Inc. from October
      1993 to August 1996. Prior to that, Mr. Martin was Senior Vice President of
      Gemini Financial Holdings, Inc. from April 1992 to October 1993 and he held
      the
      position of Vice President at Chancellor Corporation (an equipment leasing
      company) for 7 years. Mr. Martin has a B.S. degree from University of New
      Hampshire. Mr. Martin has been in the equipment leasing business since
      1983.




***Michael
      A. Reisner*** has been
      Executive Vice President and Chief Financial Officer since January 2007 and
      was
      Executive Vice President-Acquisitions from February 2006 through January 2007.
      Mr. Reisner was Senior Vice President and General Counsel from January 2004
      through January 2006. Mr. Reisner was Vice President and Associate General
      Counsel from March 2001 until December 2003. Previously, from 1996 to 2001,
      Mr.
      Reisner was an attorney with Brodsky Altman & McMahon, LLP in New York,
      concentrating on commercial transactions. Mr. Reisner received a J.D. from
      New
      York Law School and a B.A. from the University of Vermont.






43






***Mark
      Gatto*** has been
      Executive Vice President-Business Development since February 2006. Mr. Gatto
      is
      responsible for business and corporate development, including the acquisition
      of
      equipment subject to lease. Before serving as Associate General Counsel from
      November 1999 through October 2000, Mr. Gatto was an attorney with Cella &
Goldstein in New Jersey, concentrating on commercial transactions and general
      litigation matters. From November 2000 to June 2003, Mr. Gatto was Director
      of
      Player Licensing for the Topps Company and, in July 2003, he co-founded a
      specialty business consulting firm in New York City and served as its managing
      partner before re-joining our Manager in April 2005. Mr. Gatto received an
      M.B.A
      from the W. Paul Stillman School of Business at Seton Hall University, a J.D.
      from Seton Hall University School of Law, and a B.S. from Montclair State
      University.




***Patricia
      Palmer*** has been
      Executive Vice President (and Executive Vice President of ICON Securities Corp.
      as well) since February 2007, has been a Director of ICON Securities Corp.
      since
      December 2002, and was Senior Vice President (and Senior Vice President of
      ICON
      Securities Corp. as well) from July 2002 through February 2007. Ms. Palmer,
      who
      joined our Manager in December 1996, is responsible for our Manager’s product
      development, hiring and training, and the coordination of ICON Securities
      Corp.’s national sales and marketing efforts. Prior to joining our Manager, Ms.
      Palmer was a Regional Marketing Director at PLM Securities Corp. and a Product
      Manager at Phoenix Leasing, Inc. Ms. Palmer received a B.A. from the University
      of California, Berkeley. Ms. Palmer has more than 18 years of experience in
      the
      securities and equipment leasing industries.




***Richard
      L. Specker*** has been
      Senior Managing Director since April 2006 and was a consultant to our Manager
      from September 2005 through April 2006. Mr. Specker is responsible for certain
      portfolio strategy and management functions, including arranging and managing
      portfolio lease asset restructurings, lease debt refinancing transactions and
      strategic asset sales. Mr. Specker has over 25 years of experience in
      asset-based finance and leasing, including as President of the Global Lease
      Finance Division of Fleet Capital Leasing and as Senior Vice President and
      Manager of the Structured Lease Finance Group at NationsBanc Leasing
      Corporation. Mr. Specker received a M.B.A. from the University of North Carolina
      at Chapel Hill and a B.A. from Duke University. Mr. Specker is a former member
      of the Board of Directors of the Equipment Leasing and Finance
      Association.




***Joel
      S. Kress*** has been
      Senior Vice President and General Counsel since February 2006. Mr. Kress was
      Vice President and Associate General Counsel from August 2005 until January
      2006. Previously, from 2001 to 2005, Mr. Kress was an attorney with Fried,
      Frank, Harris, Shriver & Jacobson LLP in New York and London, England,
      concentrating on mergers and acquisitions, corporate finance and financing
      transactions (including debt and equity issuances) and private equity
      investments. Mr. Kress received a J.D. from Boston University School of Law
      and
      a B.A. from Connecticut College.




***David
      J. Verlizzo*** has been
      Vice President and Deputy General Counsel since February 2006. Mr. Verlizzo
      was
      Assistant Vice President and Associate General Counsel from May 2005 until
      January 2006. Previously, from 2001 to 2005, Mr. Verlizzo was an attorney with
      Cohen Tauber Spievack & Wagner LLP in New York, concentrating on public and
      private securities offerings, securities law compliance and corporate and
      commercial transactions. Mr. Verlizzo received a J.D. from Hofstra University
      School of Law and a B.S. from The University of Scranton.




***David
      C. Wright*** is a
      certified public accountant and has been Senior Vice President-Accounting since
      February 2005. Mr. Wright was Vice President-Accounting from August 2004 until
      January 2005. Previously, from 1989 through 2004, Mr. Wright was employed as
      a
      manager at several regional and national public accounting
      firms, including Grant Thornton LLP, Goldstein Golub Kessler LLP and Hays &
Company LLP, having responsibility for both public and private engagements.
      Mr.
      Wright received a B.A. from Ohio Wesleyan University.






44






***Anthony
      J. Branca*** has
      been Senior Vice President-Finance since January 2007. Mr. Branca was
      Director of Corporate Reporting & Analysis for The Nielsen Company (formerly
      VNU) from May 2005 until January 2007, and held various other management
      positions with The Nielsen Company from July 1997 through May 2005. Previously,
      from 1994 through 1997, Mr. Branca was employed as a senior accountant at
      Fortune Brands and started his career as an auditor with KPMG Peat Marwick
      in
      1991. Mr. Branca received a B.B.A. from Pace University.




***Craig
      A. Jackson*** has been
      Vice President-Remarketing and Portfolio Management since February 2006.
      Previously, from October 2001 to 2006, Mr. Jackson was president and founder
      of
      Remarketing Services, Inc., a transportation equipment remarketing company.
      Prior to 2001, Mr. Jackson served as Vice President of Remarketing and Vice
      President of Operations for Chancellor Fleet Corporation (an equipment leasing
      company). Mr. Jackson received a B.A. from Wilkes University.




**Code
      of Ethics**




Our
      General Partner, on our behalf, has adopted a code of ethics for its Chief
      Executive Officer, Chief Financial Officer and Chief Accounting Officer. The
      Code of Ethics is available free of charge by requesting it in writing from
      our
      General Partner. Our General Partner's address is 100 Fifth Avenue,
      4 th Floor,
      New York, New York 10011.





**Item
      11. Executive Compensation**





We
      have
      no directors or officers. Our General Partner and its affiliates were paid
      or
      accrued the following compensation and reimbursement for costs and expenses
      for
      the years ended December 31, 2006, 2005 and 2004.




Entity
            
            Capacity
            
            Description
            
            2006
            
            2005
            
            2004ICON
                Capital Corp.
            
            General
              Partner
            
            Management
              fees
            
            $
            -
            
            $
            -
            
            $
            387,287ICON
                Capital Corp.
            
            General
              Partner
            
            Administrative
              fees
            
            $
            -
            
            $
            -
            
            $
            154,958




Our
      General Partner also has a 1% interest in our profits, losses, distributions
      and
      disposition proceeds. For the year ended December 31, 2006, 2005 and 2004,
      we
      paid no distributions to our General Partner. Our General Partner’s interest in
      our net (loss) income for the years ended December 31, 2006, 2005 and 2004
      was
      $(3,712), $28,561 and $(102,422), respectively.








45






**Item
        12. Security Ownership of Certain Beneficial Owners and****General
        Partner and Related Security Holder Matters**
 
 (a)
        We do
        not have any securities authorized for issuance under any equity compensation
        plan. No person of record owns, or is known by us to own beneficially, more
        than
        5% of any class of our securities.
 
 (b)
        As of
        February 28, 2007, no Directors and Officers of our General Partner own any
        of
        our equity securities.
 
 (c)
        Neither we nor or General Partner are aware of any arrangements with respect
        to
        our securities, the operation of which may at a subsequent date result in
        a
        change of control of us.
  **Item
        13. Certain Relationships and Related Transactions******
 
 See
        Item
        11 for a discussion of our related party transactions. See Notes 5 and 11
        to our consolidated financial statements for a discussion of our investments
        in
        joint ventures and related party transactions.




**Item
      14. Principal Accountant Fees and Services******





During
      the years ended December 31, 2006 and 2005 our auditors provided audit services
      relating to our annual report on Form 10-K and our quarterly reports on Form
      10-Q.  Additionally, our auditors provided other services in the form of
      tax compliance work.  Their fees are shown in the table below:




2006
            
            2005Audit
                fees
            
            $
            90,500
            
            $
            71,500Audit
                related fees
            
            
            -
            
            
            -Tax
                fee (for compliance)
            
            
            21,500
            
            
            22,140$
            112,000
            
            $
            93,640






46






PART
      IV




**Item
      15. Exhibits and Financial Statement
      Schedules**





(a)
            1.
                Financial Statements





See
      index
      to financial statements included as Item 8 to this Annual Report on Form 10-K
      hereof.





2.
      Financial Statement Schedules





Financial
      Statement Schedule II - Valuation and Qualifying Accounts is filed with this
      Annual Report on Form 10-K. Schedules not listed above have been omitted because
      they are not applicable or the information required to be set forth therein
      is
      included in the financial statements or notes thereto.





3.
      Exhibits:





3.1
      Certificate of Limited Partnership (Incorporated herein by reference to Exhibit
      4.3 to the S-1 Registration Statement No. 33-94458 filed with the Securities
      and
      Exchange Commission on July 11, 1995).





3.2
      Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership
      (Incorporated herein by reference as Exhibit A to Amendment No. 4 to Form S-1
      Registration Statement No. 33-94458 as filed with the Securities and Exchange
      Commission on July 10, 1998).





31.1  Rule
      13a-14(a)/15d-14(a) certifications.





31.2  Rule
      13a-14(a)/15d-14(a) certifications.





32.1  Certification
      of Chairman and Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




Certification
      of Chairman and Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





47






**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, we have duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.




000-27926
      File No. ICON Cash Flow Partners L.P. Seven (Registrant) by its General Partner,
      ICON Capital Corp.





*Date:
      April 2, 2007*





*/s/
      Beaufort J.B. Clarke*


Beaufort
      J.B. Clarke


Chairman,
      Chief Executive Officer and Director


(Principal
      Executive Officer)





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacity and on the dates indicated.





ICON
      Capital Corp.


Sole
      General Partner of the Registrant





*Date:
      April 2, 2007*





*/s/
      Beaufort J.B. Clarke*


Beaufort
      J.B. Clarke


Chairman,
      Chief Executive Officer and Director


(Principal
      Executive Officer)





*Date:
      April 2, 2007*





*/s/
      Thomas W. Martin*


Thomas
      W.
      Martin


President,
      Chief Operating Officer and Director





*Date:
      April 2, 2007*





*/s/
      Michael A. Reisner*


Michael
      A. Reisner


Executive
      Vice President and Chief Financial Officer


(Principal
      Financial and Accounting Officer)





Supplemental
      Information to be furnished with reports filed pursuant to Section 15(d) of
      the
      Act by Registrant which have not registered securities pursuant to Section
      12 of
      the Act.





No
      annual
      report or proxy material has been sent to security holders. An annual report
      will be sent to the partners and a copy will be forwarded to the Commission.






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