UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended       December 31, 2005
                                 -----------------------------------------------
                                             or

[  ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
      Exchange Act of 1934

Commission File Number                               000-27926
                       ---------------------------------------------------------

                       ICON Cash Flow Partners L.P. Seven
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             (Exact name of registrant as specified in its charter)

                  Delaware                                     13-3835387
--------------------------------------------         ---------------------------
         (State or other jurisdiction of                    (I.R.S. Employer
         incorporation or organization)                  Identification Number)

100 Fifth Avenue, 4th Floor, New York, New York                 10011
--------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code           (212) 418-4700
                                                   -----------------------------

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 whether the registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Security Act. [ ] Yes [x] No

Indicate by check mark  whether the  registrant  is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [x] No

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. [x] Yes [ ] 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. [x] Yes [ ] 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 [x]

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

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 the limited partnership units
of the registrant.

Number of outstanding  limited  partnership units of the registrant on March 15,
2006 is 987,548.

                       Documents Incorporated by Reference
None.

<PAGE>

                                Table of Contents


<TABLE>
<CAPTION>


                                     PART I
                                                                                           Page
<S>                                                                                         <C>
Item 1.    Business                                                                          1

Item 1A.   Risk Factors                                                                      3

Item 1B.   Unresolved Staff Comments                                                         6

Item 2.    Properties                                                                        6

Item 3.    Legal Proceedings                                                                 6

Item 4.    Submission of Matters to a Vote of Security Holders                               7

                                     PART II

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                                                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

Item 10.   Directors and Executive Officers of the Registrant's General Partner             43

Item 11.   Executive Compensation                                                           44

Item 12.   Security Ownership of Certain Beneficial Owners and General Partner
           and Related Security Holder Matters                                              44

Item 13.   Certain Relationships and Related Transactions                                   44

Item 14.   Principal Accountant Fees and Services                                           45

                                     PART IV

Item 15.   Exhibits and Financial Statement Schedules                                       46

SIGNATURES                                                                                  47

</TABLE>




<PAGE>

                                     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 management 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, 2005 we redeemed  12,449
limited  partnership  units.  At  December  31,  2005  we  had  987,548  limited
partnership units outstanding.

     Our Business

     We are an equipment leasing fund. Our principal  investment objective is to
obtain the maximum  economic  return from our investments for the benefit of our
partners.  To achieve this objective we: (i) acquired a diversified portfolio of
equipment   leases  and   financing   transactions;   (ii)  made   monthly  cash
distributions to our partners  commencing with each partner's  admission,  (iii)
re-invested  substantially all undistributed  cash from operations and cash from
sales of equipment and financing  transactions  during the reinvestment  period;
and (iv) will dispose of our  investments  and distribute the cash from sales of
such investments to our partners during the disposition  period,  which began on
November 10, 2002.

     With the  proceeds  from  the sale of our  limited  partnership  units,  we
primarily  engaged in the business of acquiring  equipment subject to lease and,
to a lesser degree,  acquiring  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.  The majority
of the  purchase  price of our other  equipment  leases was  financed,  so these
leases generated little or no current cash flow because substantially the entire
rental  payments  received  from these  lessees were paid to lenders.  For these
"growth"  leases,  we anticipated  that the future value of the leased equipment
exceeded the cash portion of the purchase price paid for the equipment.

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

1
<PAGE>

     If we believe it would  benefit our  partners to reinvest  our cash flow in
equipment 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  within three
years after the end of the  reinvestment  period,  but it is taking longer to do
so. Accordingly, our partners should expect to hold their units for at least ten
years from the time they invested.

     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 liquidation proceeds are allocated 99% to our limited partners
and 1% to our General  Partner  until each  limited  partner has  received  cash
distributions  and  disposition  proceeds  sufficient  to reduce their  adjusted
capital  contribution  account  to  zero  and  received,   in  addition,   other
distributions  and  allocations  that would  provide an 8% per annum  cumulative
return on their outstanding  adjusted capital contribution  account.  After such
time, distributions will be allocated 90% to our limited partners and 10% to our
General Partner.

     Substantially all of our recurring  operating cash flows are generated from
the "income" leases in our portfolio. On a monthly basis, we deduct the expenses
related to the  recurring  operations  of the  portfolio  from such revenues and
assess the amount of the  remaining  cash  flows that will be  required  to fund
known re-leasing costs and equipment  management  costs. Any residual  operating
cash flows are considered available for distribution to our partners.

     At  December  31, 2005 and 2004,  we had total  assets of  $15,253,325  and
$15,792,239,  respectively.  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.  For the year ended  December  31, 2003,  our
revenue from rental  income and finance  income was  $1,447,271  which  included
three  lessees that  accounted  for  approximately  94% of our rental income and
finance  income.  We had a net loss  for the year  ended  December  31,  2003 of
$17,300,236.

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

     At December  31,  2005,  our  portfolio,  which we hold either  directly or
through joint venture investments with affiliates and others, consists primarily
of the following equipment subject to lease:

     Mobile Off-Shore Drilling Rig

o    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  has a monthly  rental of
     approximately  $436,000 that is paid semi-annually and expires 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 own 87.65% of the rights to 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
<PAGE>

     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 present value of the remaining  charter hire payments due to
     the lender and the fair market  value of the rig at the end of the charter.
     At this time, the Stipulated  Loss Value has not been agreed.  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.

     Air Transportation Equipment:

     o    We have a 100% interest in a 1976 McDonnell Douglas DC-10-30F aircraft
          that is subject to a lease with World Airways,  Inc. ("World Airways")
          and  a  residual  sharing  agreement  with  Aviation  Investors,  Inc.
          ("Aviation").

     o    We have a 100%  interest in 37 Boeing 737  rotables and 52 Airbus A310
          rotables.   These  assets  are  currently  off  lease  and  are  being
          remarketed.

     Segment Information

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

     Competition

     The equipment leasing industry is highly competitive.  When seeking leasing
transactions  for  acquisition  or sale,  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 of our 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  Reports 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  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.  This  information is also available on the
Securities and Exchange Commission'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.

     Uncertainties associated with the equipment leasing business may affect our
business, operating results and financial condition.

     We are subject to a number of  uncertainties  associated with the equipment
leasing business which may affect our business,  operating results and financial
condition. These include:

o    the technological and economic obsolescence of equipment;
o    potential defaults by lessees;
o    management and other fees paid by us;
o    the  existence of leverage  increases  the risk of  foreclosure  as well as
     increases the acquisition fees paid to our General Partner; and
o    increases in our expenses (including taxes and insurance expenses).

3
<PAGE>

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

     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 seven other equipment leasing businesses.
See "Item 13. Certain  Relationships and Related  Transactions." These conflicts
may include:

o    Our General  Partner may receive  more fees for  acquiring  equipment if we
     incur debt to fund acquisitions;
o    Our management agreement does not restrict our General Partner's ability to
     compete with us for equipment acquisitions, dispositions and other types of
     business;
o    Our General  Partner may have  opportunities  to earn fees for  referring a
     prospective acquisition opportunity to another purchaser;
o    Our General Partner may receive fees in connection with the turnover of our
     equipment portfolio;
o    Our General  Partner has the  ability as tax matters  partner to  negotiate
     with the IRS to settle tax  disputes  that would bind us and our  partners;
     and
o    Our General  Partner may  control the  decisions  as to when and whether to
     sell a jointly-owned asset with another business that it manages.

     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.  We call this  value the  residual
value.  Ge nerally,  leased  equipment  is expected to decline in value over its
useful life. In acquiring equipment, we will assume a 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 value of the  equipment  at the end of a lease,  and whether  that
value  meets our  expectations,  will  depend to a  significant  extent upon the
following factors, many of which are beyond our control:

o    our ability to acquire or, to a lesser degree,  enter into lease agreements
     that preserve or enhance the relative value of the equipment;
o    our  ability  to  maximize  the  value  of the  equipment  upon its sale or
     re-lease when the lease expires;
o    market conditions prevailing at the time the lease expires;
o    the cost of new equipment at the time we are remarketing used equipment;
o    the extent to which  technological  or regulatory  developments  during the
     lease term reduce the market for such used equipment;
o    the strength of the economy; and
o    the condition of the equipment when the lease expires.

     If leased equipment is not properly  maintained,  its residual value may be
less than expected.

     If a lessee fails to maintain  equipment in accordance  with its lease,  we
may make unanticipated  expenditures to repair the equipment in order to protect
our  investment.  While we  planned  to  inspect  most used  equipment  prior to
purchase,  there can be no assurance that an inspection of used equipment  prior
to purchasing it will reveal any defects,  and problems with the equipment  that
occurred after it was acquired by us.

     If a lessee defaults on its lease, we could incur losses.

     If a lessee does not make lease  payments  to us when due, or violates  the
terms of its lease in another  important  way, we may be forced to terminate the
lease and attempt to recover the equipment. We may do this at a time when we may
not be able to arrange for a new lease or to sell the  equipment  right away, if
at all. We would then lose the expected  lease revenues and might not be able to
recover the entire amount or any of our original  investment  in the  equipment.
The cost of recovering equipment upon a lessee's default, enforcing the lessee's
obligations under the lease, and transporting,  storing, repairing and finding a
new lessee for the equipment may be high and may negatively  affect the value of
our investment in the equipment.  We may have leased  equipment to lessees which
had senior debt rated below  investment  grade. We do not require our lessees to
have a minimum  credit  rating,  and lessees with such lower credit  ratings may
default on lease payments more frequently than higher credit rated lessees.

     If a lessee files for  bankruptcy,  we may have  difficulty  enforcing  the
lease and may incur losses.

     If a lessee files for  protection  under  applicable  bankruptcy  laws, the
remaining  term of the lease or option to  purchase  the  equipment  for a fixed
price at a future date could be shortened  or the lease could be  rejected,  and
unpaid pre-bankruptcy lease payments may be cancelled as part of the bankruptcy.
We may also  experience  difficulty  and delays in recovering  equipment  from a
bankrupt lessee. If a lease is rejected in a bankruptcy,  we would bear the cost
of retrieving  and storing the  equipment,  and then have to remarket it, and we
would be an unsecured creditor for any amounts due under the lease.

4
<PAGE>
     Sellers of leased  equipment  could have used their  knowledge of the lease
terms for gain at our expense.

     We may have acquired equipment subject to lease from leasing companies that
had an ongoing  relationship with the lessees.  A seller could use its knowledge
of the terms of the lease,  particularly  the end of lease  options and the date
the lease  ends,  to compete  with us. In  particular,  a seller may  approach a
lessee  with an offer to  substitute  similar  equipment  at lease end for lower
rental  amounts.  This may  adversely  affect our  opportunity  to maximize  the
residual value of the equipment.

     Investment  in joint  ventures  may  subject  us to risks  relating  to our
co-investors  which  could  adversely  impact  the  financial  results  of joint
ventures.

     We invested in joint  ventures with other  businesses  our General  Partner
sponsors  and  manages  or with  unrelated  third  parties.  Investing  in joint
ventures  involves  additional risks not present when acquiring leased equipment
that will be wholly owned by us. These risks  include the  possibility  that our
co-investors   might  become  bankrupt  or  otherwise  fail  to  meet  financial
commitments,  thereby  obligating us to pay all of the debt  associated with the
joint venture,  as each party to a joint venture typically must guarantee all of
the  joint  venture's  obligations.  Alternatively,  the  co-investors  may have
economic or business interests or goals that are inconsistent with ours and want
to manage  the joint  ventures  in ways that do not  maximize  the return to us.
Among other things, actions by a co-investor might subject leases that are owned
by the joint venture to liabilities greater than those contemplated by the joint
venture agreement.  Also, when none of the joint owners control a joint venture,
there might be a stalemate on decisions, including when to sell the equipment or
prices or terms of a lease. Finally, while we will have the right to buy out the
other joint  owner's  interest in the equipment in the event of the sale, we may
not have the resources available to do so.

     We may not be able to obtain  insurance for certain risks and would have to
bear the cost of losses from non-insurable risks.

     Equipment may be damaged or lost. Fire, weather,  accident,  theft or other
events can cause damage or loss of  equipment.  While our leases will  generally
require  lessees to have  comprehensive  insurance  and assume the risk of loss,
some  losses,  such as from  acts of war,  terrorism  and  acts of God,  such as
earthquakes,  may be either uninsurable or not economically  feasible to insure.
Furthermore,  not all  liability  claims  or  possible  contingencies  affecting
equipment can be anticipated or insured against,  and, if insured, the insurance
proceeds may not be sufficient  to cover a loss. If such a disaster  would occur
to the equipment, we could suffer a total loss of any investment in the affected
equipment. In leasing some types of equipment we may be exposed to environmental
tort  liability.  Although we used and will  continue to use our best efforts to
minimize the  possibility  and exposure of such liability  including by means of
attempting to obtain  insurance,  there can be no assurance that our assets will
be protected against any claims.  See "Item 3. Legal Proceedings."

     We could suffer losses from failure to maintain equipment  registration and
from unexpected regulatory compliance costs.

     Many  types  of  transportation   equipment  are  subject  to  registration
requirements  by  United  States  governmental  agencies,  as  well  as  foreign
governments,  if the  equipment  is to be used  outside  of the  United  States.
Failing to register the equipment,  or losing the registration,  could result in
substantial penalties,  forced liquidation of the equipment and/or the inability
to operate  and lease the  equipment.  Governmental  agencies  may also  require
changes or improvements  to equipment,  and we may have to spend our own capital
to comply if the  lessee of the  equipment  is not  required  to do so under the
lease.  These changes could force the equipment to be removed from service for a
period of time.  The terms of leases  may  provide  for rent  reductions  if the
equipment  must remain out of service for an extended  period or is removed from
service.  We may then have reduced rental income from the lease for this item of
equipment. If we did not have the capital to make a required change, we might be
required to sell the  affected  equipment.  If so, we could suffer a loss on our
investment,  might lose  future  revenues,  and also might  suffer  adverse  tax
consequences.

5
<PAGE>

     If a lease were  determined to be a loan, it would be subject to usury laws
which could lower our lease revenue.

     Equipment  leases  have  sometimes  been  held  by the  courts  to be  loan
transactions subject to state usury laws, which limit the interest rate that can
be charged.  Although we anticipate  entering into or acquiring  leases which we
believe  are  structured  so that  they  avoid  being  deemed  loans,  and would
therefore  not be subject to the usury laws,  there can be no assurance  that we
will be successful in doing so. Loans at usurious  interest rates are subject to
a reduction  in the amount of interest  due under the loans and, if an equipment
lease is held to be a loan with a usurious  rate of interest,  the amount of the
lease payment could be reduced which would lower our lease revenues.

     Because we borrowed to purchase equipment,  including recourse debt, losses
as a result of lessee defaults may be greater than if debt were not incurred.

     Although  we  acquired  some of our  investments  for cash,  we  borrowed a
substantial portion of the purchase price of our equipment investments. While we
believe the use of leverage  resulted in us being able to make more acquisitions
and that each acquisition would have fewer dollars at risk than if leverage were
not  utilized,  there can be no assurance  that the benefits of greater size and
diversification of the portfolio was offset by the heightened risk of loss in an
individual lease transaction using leverage.

     Additionally,  while the majority of our borrowings were non-recourse, some
of our borrowings were recourse debt, whereby the lender can look to our general
assets  or the  general  assets of other  equipment  leasing  funds our  General
Partner operates in the case of nonpayment.  Recourse debt may increase our risk
of loss  because we must meet our loan  payment  obligations  regardless  of the
rental  revenue we receive  from the  equipment.  With  respect to  non-recourse
borrowings,  a lessee default could force us to make debt service payments so as
to protect our  investment  in  equipment  and prevent us from being  subject to
repossession.  See  "Item  7.  General  Partner's  Discussion  and  Analysis  of
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources."

     The domestic air  industry is subject to numerous  risks and  uncertainties
that may adversely affect the airline companies to whom we lease aircraft.

     The domestic air industry is subject to factors beyond our control that may
adversely  affect the air  industry and the  financial  situation of the airline
companies to whom we lease aircraft.  As a result, we are indirectly impacted by
all the risks facing airlines today. These risks include but are not limited to:
demand  for  air  travel,   competition   between   carries,   fuel  prices  and
availability,  labor costs and stoppages, maintenance costs security, terrorism,
war and governmental regulations. To the extent that our lessees are affected by
these risks, we may experience a higher incident of lessee defaults.

Item 1B. Unresolved Staff Comments

         None.

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 the  ordinary  course of  conducting  our  business,  we are  subject to
certain claims, suits, and complaints filed against us. In our General Partner's
opinion, the outcome of such matters, if any, will not have a material impact on
our consolidated financial position or results of operations.  No material legal
proceedings  are  currently  pending  against us or against  any of our  assets,
except as noted below.

     Fleet Capital Corp Litigation

     In August 2004, Fleet Capital Corp.  ("Fleet")  commenced an action against
us for unspecified  damages,  alleging that we breached our obligations  owed to
Fleet under certain  performance  guaranties we entered into in connection  with
non-recourse  loans  made by  Fleet.  The loans  were  made to our  wholly-owned
subsidiaries  when these  entities  entered into a transaction to acquire supply
tug  vessels  on charter  with  affiliates  of SEACOR  Marine,  Inc.  We and our
subsidiaries  counterclaimed,  alleging, among other things, that Fleet breached
its covenant of good faith and fair dealing.  The action is currently pending in
the Supreme  Court of the State of New York,  New York  County.  The parties are
currently in the process of discovery and have agreed to enter into  non-binding
mediation  in an attempt to settle the matter  amicably.  It is not  possible at
this stage to determine the likelihood of the outcome,  but our General  Partner
intends to vigorously defend this claim.

6
<PAGE>

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 2005.

                                     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 Partners
               Title of Class                     as of March 15, 2006
         ---------------------------           --------------------------
               General Partner                              1
                Limited Partners                          4,582

     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 two years ended December 31,
2005, we did not pay distributions to our limited  partners.  For the year ended
December  31,  2003,  we paid  distributions  to our limited  partners  totaling
$1,645,916.  For each of the two years ended  December 31, 2005 and 2004, we did
not pay  distributions to our General  Partner.  For the year ended December 31,
2003 we paid distributions to our General Partner totaling $16,627.

     In order for National  Association of Securities  Dealers  ("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 $11.92 per Unit
at September 30, 2005.

     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 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 $11.92
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.

7
<PAGE>

Item 6. Selected Consolidated Financial Data

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

<TABLE>
<CAPTION>


                                                                               Year Ended December 31,
                                                                               ------------------------
                                                          2005           2004            2003            2002          2001
                                                          -----          -----          -----          -----           ----
<S>                                                     <C>          <C>             <C>                <C>           <C>
 Total revenue (a)                                      $9,595,736   $   2,677,226   $   1,576,532      $ 8,326,025   $ 9,159,492
                                                        ==========   =============   =============      ===========   ===========
 Net income (loss) (b)                                  $2,856,126   $(10,242,221)   $ (17,300,236)     $(3,661,408)  $(1,477,016)
                                                        ==========   =============   =============      ===========   ===========
 Net income (loss) allocable to our limited partners    $2,827,565   $(10,139,799)   $ (17,127,234)     $(3,624,794)  $(1,462,246)
                                                        ==========   =============   =============      ===========   ===========
 Net income (loss) allocable to our General Partner     $   28,561   $    (102,422)  $    (173,002)     $   (36,614)  $   (14,770)
                                                        ==========   =============   =============      ===========   ===========

 Weighted average number of limited
          partnership units outstanding                    987,548         987,548         987,548          988,099       989,112
                                                        ==========   =============   =============      ===========   ===========
 Net income (loss) per weighted average limited
          partnership unit                              $     2.86   $      (10.27)  $      (17.34)     $     (3.67)  $     (1.48)
                                                        ==========   =============   =============      ===========   ===========

 Distributions to our limited partners                  $       -    $         -     $   1,645,916      $10,129,308   $10,632,716
                                                        ==========   =============   =============      ===========   ===========
 Distributions per weighted average
          limited partnership unit                      $       -    $         -     $        1.67      $     10.25   $     10.75
                                                        ==========   =============   =============      ===========   ===========
 Distributions to our General Partner                   $       -    $         -     $      16,627      $   102,316   $   100,023
                                                        ==========   =============   =============      ===========   ===========

                                                                                     December 31,
                                                                                     ------------
                                                          2005            2004            2003             2002              2001
                                                          ----            ----            ----             ----              ----
 Total assets                                          $15,253,325   $  15,792,239   $  52,063,556      $90,134,303   $104,334,907
                                                       ===========   =============   =============      ===========   ============
 Notes payable                                         $ 4,698,538   $   8,174,001   $  36,156,703      $54,894,665   $ 50,984,856
                                                       ===========   =============   =============      ===========   ============
 Partners' equity                                      $ 8,017,238   $   5,161,112   $  15,403,333      $34,366,112   $ 48,294,920
                                                       =====-=====   =============   =============      ===========   ============

</TABLE>

(a)  In  2004,  we  recorded  a loss on  sales  of  equipment  of  approximately
     $1,738,000 or approximately  $1.70 per weighted average limited partnership
     unit  outstanding.  In 2003,  we  recorded  a loss on  leveraged  leases of
     approximately  $1,488,000  or  approximately  $1.50  per  weighted  average
     limited  partnership  unit  outstanding.  In addition,  during 2002,  total
     revenue   increased  due  to  a  gain  of  approximately   $2,600,000,   or
     approximately   $2.60  per  weighted   average  limited   partnership  unit
     outstanding.

(b)  During  the  years  ended  December  31,  2004,  2003 and 2002 we  recorded
     impairment  losses of approximately  $7,862,000  $7,850,000 and $350,000 or
     approximately   $8.00,   $8.00  and  $0.50  per  weighted  average  limited
     partnership unit, respectively.

8
<PAGE>

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 are an  equipment  leasing  business  formed on May 23,  1995.  We began
active  operations on January 19, 1996. We primarily  engaged in the business of
acquiring  equipment  subject  to  lease  and,  to a  lesser  degree,  acquiring
ownership rights to items of leased equipment at lease  expiration.  Some of our
equipment leases were acquired for cash and are expected to provide current cash
flow, which we refer to as "income"  leases.  The majority of the purchase price
of our other equipment leases was financed,  so these leases generated little or
no current cash flow because  substantially  all of the rental payments received
from the lessees was paid to lenders.  For these "growth" leases, we anticipated
that the future value of the leased  equipment  would exceed the cash portion of
the purchase price paid for the equipment. We ended our "reinvestment" period on
November 9, 2002 and began our disposition period wherein we are seeking to sell
our assets in the ordinary course of business.

     Lease and Other Significant Transactions

     During  the years  ended  December  31,  2005 and 2004,  we  engaged in the
following  purchases,  financings,  sales  and  lease  modifications  of  leased
equipment. We did not purchase,  finance, sell or modify any equipment or leases
for the year ended December 31, 2003.

     Sodium Chlorate Production Facility

     On March 28, 2005,  we assigned our entire 50% interest in a finance  lease
with EKA Chemicals,  Inc. ("EKA Chemicals") to ICON Income Fund Nine, LLC ("Fund
Nine")  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") 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 $672,992 and $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.

9
<PAGE>

     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 $790,420  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 $790,420 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  $7,138,369;  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.

     Coal Handling Facility

     On September 24, 2004, we assigned our entire 0.5025% ownership interest in
ICON BF, LLC ("ICON BF"), an entity also managed by our General Partner, to Fund
Eight A for  $65,325.  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"),  an entity also managed by our General Partner,  to Fund
Eight B for  $204,384.  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.

     Lease Modification and Acquisition of 1976 McDonnell Douglas DC-10-30

     We have an ownership  interest in ICON Cash Flow Partners L.L.C.  III ("LLC
III"), an entity that owns a 1976 McDonnell Douglas DC-10-30 (the "Aircraft") on
lease with 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,  an unrelated third party who was
the seller in the  acquisition of the Aircraft is entitled to receive 50% of all
residual  proceeds of the Aircraft pursuant to a Residual Sharing Agreement (the
"Agreement").   Residual  proceeds  include  gross  proceeds  from  any  of  the
following:  the  sale,  lease,  renewal  lease  or  extension  or  financing  or
refinancing  of the Aircraft and casualty  payments.  Such gross proceeds may be
reduced, but not below zero, for recovery expenses,  remarketing  expenses,  any
reasonable  out-of-pocket  costs  incurred  by us and an  amount  calculated  to
provide us with a consistent  rate of return,  as defined in the  Agreement.  At
December 31, 2005, there is a maintenance  reserve of approximately  $2,186,000.
If the maintenance  reserves are not fully utilized any remaining monies will be
divided  between us and Aviation as stipulated in the  Agreement.  Additionally,
Aviation has a remarketing  agreement with us to manage the operations of and to
remarket the Aircraft for sale or lease.  For this service  Aviation  receives a
monthly remarketing fee of $10,667.

10
<PAGE>

     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.

     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
$520,293, net of the $9,679,707 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.

     Current Business Environment and Outlook

     The  United  States  economy  appears  to be  recovering,  and the  leasing
industry's outlook for the foreseeable future is encouraging.  The November 2005
Economic Vital Signs Report by the United States Joint Economic Committee stated
that  fears  stemming  from the  economic  impact of natural  disasters  appears
unfounded and gross  domestic  product  ("GDP")  increased 3.8% during the third
quarter 2005. As conditions for capital investment remain favorable and indicate
continued  growth,  we anticipate that capital  spending by corporations  should
continue to increase in 2006.  Increased capital spending may increase available
leases thereby creating more opportunities in the leasing market. We believe the
leasing industry's outlook for the foreseeable future is encouraging.

     Other  factors  that may  negatively  affect the leasing  industry  are the
proposed  legal and  regulatory  changes that may affect tax benefits of leasing
and the  continued  misperception  by potential  lessees,  stemming  from Enron,
WorldCom and others,  that leasing should not play a central role as a financing
alternative. However, as economic growth continues and interest rates inevitably
begin to rise over time, we are optimistic  that more lessees will return to the
marketplace.

     New Accounting Pronouncements

     On June 1, 2005, the Financial  Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 154 "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinion No.
20,  "Accounting  Changes"  ("APB  20") and SFAS No.  3,  "Reporting  Accounting
Changes in Interim  Financial  Statements," and changes the requirements for the
accounting  for and  reporting  of a change in  accounting  principle.  SFAS 154
requires  retrospective  application to prior periods' financial statements of a
voluntary change in accounting  principle unless it is impracticable  for fiscal
years  beginning  after December 15, 2005. APB 20 previously  required that most
voluntary  changes in  accounting  principle be  recognized  by including in net
income of the period of the change the cumulative  effect of changing to the new
accounting  principle.  We do not  expect  the  adoption  of SFAS 154 to have an
impact on our financial position or results of operations.

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

11
<PAGE>

     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:

o        Lease classification and revenue recognition
o        Asset impairments
o        Depreciation

     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 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  lessees
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.


12
<PAGE>
     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  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, 2005 ("2005") and
2004 ("2004")

     We began our disposition period on November 10, 2002. At December 31, 2005,
we have several  remaining assets.  During the disposition  period, we will sell
our assets in the ordinary course of business. As we sell our assets both rental
income and finance  income will decrease  over time as will expenses  related to
our assets, such as depreciation expense. Additionally,  interest expense should
decrease as we reach the expiration of leases that were financed and the debt is
repaid to the lender. As leased equipment is sold, we will experience both gains
and losses on these sales.

         Revenue for 2005 and 2004 are summarized as follows:
<TABLE>
<CAPTION>
                                                                    Years Ended December 31,
                                                                    ------------------------
                                                               2005          2004            Change
                                                               ----          ----            ------
<S>                                                        <C>          <C>             <C>
 Total revenue                                             $9,595,736   $   2,677,226   $   6,918,510
                                                           ==========   =============   =============

 Rental income                                             $  600,000   $     439,685   $     160,315
 Finance income                                            $    1,928   $      13,467   $     (11,539)
 Net income (loss) from leveraged leases                   $      -     $   1,078,481   $  (1,078,481)
 Income from investments in joint ventures                 $8,876,727   $   2,840,420   $   6,036,307
 Net gain (loss) on sales of equipment                     $   96,707   $  (1,738,180)  $   1,834,887
 Interest and other income                                 $   20,374   $      43,353   $     (22,979)

</TABLE>

     Total revenue for 2005 increased by $6,918,510,  or 258.4%,  as compared to
2004.  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  joint  venture and the SAS
joint venture.

         Expenses for 2005 and 2004 are summarized as follows:

<TABLE>
<CAPTION>
                                                                     Years Ended December 31,
                                                                     ------------------------
                                                               2005         2004            Change
                                                               ----         ----            -------
<S>                                                        <C>          <C>             <C>
 Total 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)
 Remarketing expenses                                      $  245,570   $         -     $     245,570
 Vessel maintenance expense                                $       -    $      49,641   $     (49,641)
 General and administrative                                $  670,307   $     705,550   $     (35,243)
 Management fees - General Partner                         $       -    $     387,287   $    (387,287)
 Administrative expense reimbursement - General Partner    $       -    $     154,958   $    (154,958)
 (Reversal) provision for doubtful accounts                $       -    $    (134,391)  $     134,391
 Minority interest                                         $   (2,555)  $     (2,139)   $        (416)

</TABLE>

13
<PAGE>

     Total expenses for 2005 decreased by $6,179,837, or 47.8%, over 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 limited partnership unit outstanding for 2005 was $2.86, as
compared to a net loss per weighted average limited partnership unit outstanding
for 2004 of $(10.27).

     Results of  Operations  for the Years Ended  December 31, 2004 ("2004") and
2003 ("2003")

         Revenue for 2004 and 2003 are summarized as follows:


<TABLE>
<CAPTION>
                                                                    Years Ended December 31,
                                                                    ------------------------
                                                              2004            2003          Change
                                                              ----            ----          ------
<S>                                                        <C>          <C>             <C>
 Total revenue                                            $ 2,677,226   $   1,576,532   $   1,100,694
                                                          ===========   =============   =============

 Rental income                                            $   439,685   $   1,365,201   $    (925,516)
 Finance income                                           $    13,467   $      82,070   $     (68,603)
 Net income (loss) from leveraged leases                  $ 1,078,481   $  (1,488,462)  $   2,566,943
 Income from investments in joint ventures                $ 2,840,420   $   1,241,857   $   1,598,563
 Net gain (loss) on sales of equipment                    $(1,738,180)  $     120,524   $  (1,858,704)
 Interest and other income                                $    43,353   $     255,342   $    (211,989)

</TABLE>

     Total revenue for 2004 increased $1,100,694, or 69.8%, as compared to 2003.
The increase in net income was primarily  from our  leveraged  leases and income
from  investments in joint  ventures.  The increase in net income from leveraged
leases was due to an  impairment  loss of $3,400,000 in 2003 that we recorded on
our McDonnell  Douglas  DC-10-30F.  This  impairment loss was netted against net
income from leveraged leases in 2003 as compared to 2004 in which we recorded an
impairment  loss of $4,700,000 on the same aircraft  which was  classified as an
expense for reporting purposes.  The increase in income from investment in joint
ventures  was due to an  increase  in the net  income  of  several  of the joint
ventures in 2004.  The decrease in rental  income and (loss) gain on disposal of
assets was due to the  termination of equipment  leases and the equipment  being
sold for amounts less then had been recorded on our books.

         Expenses for 2004 and 2003 are summarized as follows:


<TABLE>
<CAPTION>
                                                                    Years Ended December 31,
                                                               2004           2003          Change
                                                               ----           ----          ------
<S>                                                        <C>          <C>             <C>
 Total expenses                                            $12,919,447  $  18,876,768   $  (5,957,321)
                                                           ==========   =============   =============

 Impairment loss                                           $ 7,861,680  $   7,850,000   $      11,680
 Depreciation and amortization                             $ 2,792,845  $   5,979,354   $  (3,186,509)
 Interest                                                  $ 1,104,016  $   2,682,524   $  (1,578,508)
 Remarketing expenses                                      $       -    $       -       $         -
 Vessel maintenance expense                                $    49,641  $     763,485   $    (713,844)
 General and administrative                                $   705,550  $     790,717   $     (85,167)
 Management fees - General Partner                         $   387,287  $     595,157   $    (207,870)
 Administrative expense reimbursement - General Partner    $   154,958  $     242,909   $     (87,951)
 (Reversal) provision for doubtful accounts                $  (134,391) $       -       $    (134,391)
 Minority interest                                         $    (2,139) $     (27,378)  $      25,239

</TABLE>

14
<PAGE>

     Total expenses for 2004 decreased by $5,957,321,  or 31.6%,  as compared to
2003. The decrease in depreciation expense was due primarily to the reduction in
the size of our portfolio  due to our selling our assets during our  disposition
period.  The  decrease in interest  expense was due to a decrease in the average
amount of debt outstanding in 2004 as opposed to the amount outstanding in 2003.
The  decrease  in vessel  maintenance  was due to the  reduction  in storage and
remarketing  costs  associated  with the  off-lease  vessels  during  2004.  The
decreases  in  management  fees - General  Partner  and  administrative  expense
reimbursement  - General  Partner  resulted  from the  overall  decrease  in the
average size of our lease portfolio during 2004. The decrease in amortization of
initial  direct  costs  resulted  from the  decrease in the average  size of our
finance lease portfolio during 2004.

     Net Loss

     As  a  result  of  the  foregoing  factors,  the  net  loss  for  2004  was
$10,242,221, as compared to a net loss for 2003 of $17,300,236. The net loss per
weighted  average number of limited  partnership  unit  outstanding for 2004 was
$10.27 as  compared  to the net loss per  weighted  average  number  of  limited
partnership unit outstanding for 2003 of $17.34.


     Liquidity and Capital Resources

     Sources and Uses of Cash

     At December 31, 2005 and 2004, we had cash and cash equivalents of $151,326
and $96,364,  respectively.  Historically, our main source of cash has been from
investing and financing activities. Our main use of cash has been from financing
activities.

     Our main source of cash during 2005 and 2004 was from investing  activities
and was  generated  from  sales  of  equipment  of  approximately  $392,000  and
$1,549,000, respectively. Additionally, we received distributions from our joint
ventures   during  2005  and  2004  of   approximately   $20,000  and  $959,000,
respectively.  During  2005 and  2004,  we  received  loans  and  advances  from
affiliates of approximately $2,173,000 and $2,135,000, respectively. These loans
and advances were made in accordance with the contribution agreement between us,
several of our affiliates and Comerica Bank.  During 2005 and 2004, we generated
approximately  $372,000 and $702,000,  respectively,  from operating  activities
from finance leases that had no non-recourse debt.

     Our  primary  cash  outflows  during  2005 and  2004,  was  from  financing
activities  and was  principal  payments on our recourse  debt of  approximately
$2,423,000 and $5,446,000, respectively.

     Financings and Borrowings

     We have one recourse  note  payable at December  31, 2005 in the  aggregate
amount of  $4,698,538.  This  recourse note payable is due on November 27, 2006,
accrues  interest at 5.0% per year and requires  monthly  interest only payments
beginning  December 31, 2005. We were  required to prepay  $500,000 of interest,
which was being amortized into  operations as interest  expense through the date
monthly interest payments began on December 31, 2005.

     Effective  March 8, 2005,  we and Fund Eight A, Fund Eight B, Fund Nine and
Fund Ten (the  "Borrowers")  entered  into a Seventh  Amendment  to the Loan and
Security Agreement with Comerica Bank (the "Loan and Security Agreement").  This
Agreement  released us from all of our  obligations  under the Loan and Security
Agreement. As such, we are no longer a party to the line of credit.

     During  2004 and 2005,  certain  of the  Borrowers  paid a  portion  of our
outstanding  obligations  to Comerica  Bank. As required  under the terms of the
contribution  agreement  that we  entered  into with some of our  affiliates  in
connection  with the Loan and Security  Agreement,  we were required to promptly
repay  these  Borrowers  the amounts  paid on our behalf.  Since we did not have
sufficient liquidity to repay these Borrowers,  we assigned to them interests in
certain  of our  joint  venture  and  limited  partnership  investments  as full
repayment of monies due to them as follows:

o    On March 28, 2005,  we assigned our entire 50% interest in a finance  lease
     with EKA Chemicals to Fund Nine for $745,000.  This amount  represented the
     fair value of our interest in EKA Chemicals on March 28, 2005.  This amount
     was  determined  by our General  Partner to represent the fair value of EKA
     Chemicals  based upon the  expected  future cash flows from our interest in
     EKA Chemicals.

o    On February  23,  2005,  we assigned to Fund Eight B 2.69% and to Fund Nine
     3.02% 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
     $672,992  and  $755,000,   respectively.   These   amounts   represent  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.

15
<PAGE>

o    On November 24, 2004, we assigned to Fund Eight B 3.24%, Fund Nine 2.6% and
     Fund Eight A 0.8%,  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.  These
     amounts  represent  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.

o    On September 24, 2004, we assigned our entire  0.5025%  interest in ICON BF
     valued at $65,325 to Fund Eight A. 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. Fund Eight A later 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.

o    On September 23, 2004,  we assigned  9.04% of our interest in ICON Cheyenne
     to Fund Eight B for $204,384.  This amount  represented  the estimated fair
     value of our interest in ICON  Cheyenne at September  23, 2004.  Fair value
     was  determined  by  our  General   Partner  using   discounted  cash  flow
     projections for ICON Cheyenne's portfolio.

     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

     At December 31, 2005,  we have total  recourse  debt  outstanding  totaling
$4,698,538,  which  relates to a note  payable.  The  maturity of the  principal
outstanding on our note payable consists of the following at December 31, 2005:

<TABLE>
<CAPTION>

                                       Less Than 1      1 - 3      3 - 5    More Than 5
                         Total            Year          Years      Years       Years
                         -----            ----          -----      -----       -----
<S>                 <C>              <C>              <C>        <C>         <C>
 Non-recourse debt  $   4,698,538    $   4,698,538    $     -    $     -     $     -
                    ==============   ==============   ========   ========    =======

</TABLE>

16
<PAGE>

     Off-Balance Sheet Transactions

         None.

     Inflation and Interest Rates

     The potential  effects of inflation on us are difficult to predict.  If the
general economy  experiences  significant rates of inflation,  however, it could
affect us in a number of ways. We do not  currently  have or expect to have rent
escalation  clauses tied to inflation in our leases.  The  anticipated  residual
values  to be  realized  upon the  sale or  re-lease  of  equipment  upon  lease
terminations (and thus the overall cash flow from our leases) may be expected to
increase with inflation as the cost of similar new and used equipment increases.

     If  interest  rates  increase  significantly,  the lease  rates that we can
obtain on future  leases may be expected to increase as the cost of capital is a
significant  factor in the pricing of lease financing.  Leases already in place,
for the most part, would not be affected by changes in interest rates.

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  to the  best of our  knowledge  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 manage our exposure to interest rate risk by obtaining fixed
rate  debt.  The fixed  rate debt is  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. We may finance  leases with a floating  interest rate
and we are therefore exposed to interest rate risk until fixed rate financing is
arranged.

17
<PAGE>

Item 8.   Consolidated Financial Statements                               Page

         Index to Financial Statements                                     18

         Report of Independent Registered Public Accounting Firm           19

         Consolidated Balance Sheet at December 31, 2005 and 2004          20

         Consolidated Statement of Operations for the Years Ended
           December 31, 2005, 2004 and 2003                                22

         Consolidated Statement of Changes in Partners' Equity for the
           Years Ended December 31, 2003, 2004 and 2005                    23

         Consolidated Statement of Cash Flows for the Years Ended
           December 31, 2005, 2004 and 2003                                24

         Notes to Consolidated Financial Statements                        26

         Schedule II - Valuation and Qualifying Accounts                   S-1

18
<PAGE>


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,  2005  and  2004  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,  2005.  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, 2005 and 2004, and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2005, 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 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

April 14, 2006
New York, New York


19
<PAGE>



                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)
                           Consolidated Balance Sheets
                                  December 31,

                                     ASSETS

<TABLE>
<CAPTION>


                                                        2005             2004
                                                        -----            ----
<S>                                                    <C>              <C>
 Cash and cash equivalents                             $   151,326      $    96,364
                                                       -----------      -----------

 Investments in finance leases:
      Minimum rents receivable                                   -        1,117,500
      Unearned income                                            -          (5,935)
                                                       -----------      -----------

         Net investments in finance leases                       -        1,111,565
                                                       -----------      -----------

 Investments in operating leases:
      Equipment, at cost                                 2,565,000        2,565,000
      Accumulated depreciation                         (1,388,850)        (833,310)
                                                       -----------      -----------

         Net investments in operating leases             1,176,150        1,731,690
                                                       -----------      -----------

 Restricted cash                                         2,285,723        1,943,000
 Equipment held for sale                                   165,152        1,776,131
 Investment in estimated unguaranteed residual values            -        4,686,758
 Investments in joint ventures                          11,241,860        3,813,458
 Due from General Partner and affiliates                         -          190,301
 Other assets, net                                         233,114          442,972
                                                       -----------      -----------

         Total assets                                  $15,253,325      $15,792,239
                                                       ===========      ===========


</TABLE>

See accompanying notes to consolidated financial statements

20
<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)
                           Consolidated Balance Sheets
                                  December 31,

                        LIABILITIES AND PARTNERS' EQUITY


<TABLE>
<CAPTION>

                                                          2005             2004
                                                          ----             ----
<S>                                                    <C>              <C>
 Notes and accrued interest payable - recourse         $ 4,698,538      $ 8,174,001
 Due to General Partner and affiliates                     132,499          341,323
 Security deposits and other payables                      219,327          255,487
 Maintenance reserve                                     2,185,723        1,843,000
 Minority interest                                               -           17,316
                                                       -----------      -----------

      Total liabilities                                  7,236,087       10,631,127
                                                       -----------      -----------

 Commitments and contingencies

 Partners' equity:
      General Partner                                     (768,734)        (797,295)
      Limited Partners (987,548 units outstanding,
         $100 per unit original issue price)             8,785,972        5,958,407
                                                       -----------      -----------

      Total partners' equity                             8,017,238        5,161,112
                                                       -----------      -----------

      Total liabilities and partners' equity           $15,253,325      $15,792,239
                                                       ===========      ===========

</TABLE>


See accompanying notes to consolidated financial statements

21
<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Operations
                            Years Ended December 31,

<TABLE>
<CAPTION>


                                                          2005             2004             2003
                                                          ----             ----             ----
 Revenue:
<S>                                                    <C>              <C>             <C>
      Rental income                                    $   600,000      $    439,685    $  1,365,201
      Finance income                                         1,928            13,467          82,070
      Net income (loss) from leveraged leases                    -         1,078,481      (1,488,462)
      Income from investments in joint ventures          8,876,727         2,840,420       1,241,857
      Net gain (loss) on sales of equipment                 96,707        (1,738,180)        120,524
      Interest and other income                             20,374            43,353         255,342
                                                       -----------      ------------     -----------

         Total revenue                                   9,595,736         2,677,226       1,576,532
                                                       -----------      ------------     -----------

 Expenses:
      Impairment loss                                    4,862,584         7,861,680       7,850,000
      Depreciation and amortization                        662,464         2,792,845       5,979,354
      Interest                                             301,240         1,104,016       2,682,524
      Remarketing expenses                                 245,570                 -               -
      Vessel maintenance expense                                 -            49,641         763,485
      General and administrative                           670,307           705,550         790,717
      Management fees - General Partner                          -           387,287         595,157
      Administrative expense reimbursement
        - General Partner                                        -           154,958         242,909
      (Reversal) provision for doubtful accounts                 -          (134,391)              -
      Minority interest                                    (2,555)            (2,139)        (27,378)
                                                       -----------      ------------     -----------

         Total expenses                                  6,739,610        12,919,447      18,876,768
                                                       -----------      ------------     -----------

 Net income (loss)                                     $ 2,856,126      $(10,242,221)   $(17,300,236)
                                                       ===========      ============    ============

 Net income (loss) allocable to:
      Limited partners                                 $ 2,827,565      $(10,139,799)   $(17,127,234)
      General Partner                                       28,561         (102,422)        (173,002)
                                                       -----------      -----------     ------------

                                                       $ 2,856,126      $(10,242,221)   $(17,300,236)
                                                       ===========      ============    ============

 Weighted average number of limited partnership
      units outstanding                                    987,548            987,548        987,548
                                                       ===========      =============   ============

 Net income (loss) per weighted average limited
      partnership unit                                 $      2.86      $     (10.27)   $     (17.34)
                                                       ===========      ============    ============

</TABLE>

See accompanying notes to consolidated financial statements

22
<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)
              Consolidated Statement of Changes in Partners' Equity
                  Years Ended December 31, 2003, 2004 and 2005


<TABLE>
<CAPTION>

                                                          Limited
                                                         Partners                                             Total
                                                           Units            Limited          General         Partners'
                                                        Outstanding        Partners          Partner          Equity
                                                        -----------        --------          -------          -------

<S>                                                     <C>            <C>             <C>                <C>
 Balance , January 1, 2003                                987,548       $34,871,356     $   (505,244)      $34,366,112


 Cash distributions to partners                                 -        (1,645,916)         (16,627)       (1,662,543)

 Net loss                                                       -       (17,127,234)        (173,002)      (17,300,236)
                                                       -----------      -----------     ------------       -----------

 Balance, December 31, 2003                               987,548        16,098,206         (694,873)       15,403,333

 Net loss                                                       -       (10,139,799)        (102,422)      (10,242,221)
                                                       -----------      -----------     ------------       -----------

 Balance, December 31, 2004                               987,548         5,958,407         (797,295)        5,161,112

 Net income                                                     -         2,827,565          28,561          2,856,126
                                                       -----------      -----------     ------------       -----------

 Balance, December 31, 2005                               987,548       $ 8,785,972     $   (768,734)      $ 8,017,238
                                                       ===========      ===========     =============      ===========

</TABLE>

See accompanying notes to consolidated financial statements


23
<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,



<TABLE>
<CAPTION>
                                                                               2005             2004               2003
                                                                               ----             ----               ----
 Cash flows from operating activities
<S>                                                                        <C>                <C>              <C>
      Net income (loss)                                                    $   2,856,126      $(10,242,221)    $(17,300,236)
      Adjustments to reconcile net income (loss) to net cash
         provided by (used in) operating activities:
            Rental income paid directly to lenders by lessees                          -                -          (674,894)
            Interest expense on non-recourse financing paid directly
               to lenders by lessees                                                   -          484,264         1,676,212
            Finance income                                                        (1,928)         (13,467)          (82,070)
            Net (income) loss from leveraged leases                                    -       (1,078,481)        1,488,462
            Income from investments in joint ventures                         (8,876,727)      (2,840,420)       (1,241,857)
            Net (gain) loss on sales of equipment                                (96,707)       1,738,180          (120,524)
            Impairment loss                                                    4,862,584        7,861,680         7,850,000
            Depreciation and amortization                                        662,464        2,792,845         5,979,354
            Non-cash portion of interest expense                                 196,911                -                -
            Reversal of provision for doubtful accounts                                -         (134,391)               -
            Minority interest                                                     (2,555)          (2,139)          (27,378)
         Changes in operating assets and liabilities:
            Collection of principal - non-financed receivables                   372,500          701,862         1,467,874
            Other assets                                                         (23,181)         523,514           283,049
            Due from/to General Partner and affiliates, net                      (18,523)       1,095,881          (311,633)
            Security deposits and other payables                                 (36,160)        (273,640)         (235,565)
            Maintenance reserve                                                  342,723               -                -
                                                                           -------------      -----------      ------------

 Net cash provided by (used in) operating activities                             237,527         613,467        (1,249,206)
                                                                           -------------      -----------      -----------

 Cash flows from investing activities:
      Contributions to investments in joint venture                                    -          (11,540)               -
      Proceeds from sales of equipment                                           392,086        1,548,754        1,050,865
      Increase in restricted cash                                               (342,723)                -                -
      Distributions received from joint ventures                                  20,322          958,915          671,137
                                                                           -------------      -----------      -----------

 Net cash provided by investing activities                                        69,685        2,496,129        1,722,002
                                                                           -------------      -----------      -----------

 Cash flows from financing activities:
      Cash distributions to partners                                                   -                -       (1,662,543)
      Proceeds from notes payable - recourse                                           -                -          690,000
      Principal payments on notes payable - recourse                          (2,422,992)      (5,446,072)        (453,901)
      Loans and advances from affiliates                                       2,172,992        2,135,000                -
      Distributions to minority interest in joint venture                         (2,250)          (3,416)          (3,043)
                                                                           -------------      -----------      -----------

 Net cash used in financing activities                                          (252,250)      (3,314,488)      (1,429,487)
                                                                           -------------      -----------      -----------

 Net increase in cash and cash equivalents                                        54,962        (204,892)         (956,691)
 Cash and cash equivalents, beginning of the year                                 96,364          301,256        1,257,947
                                                                           -------------      -----------      -----------

 Cash and cash equivalents, end of the year                                $     151,326      $    96,364      $   301,256
                                                                           =============      ===========      ===========

See accompanying notes to consolidated financial statements

</TABLE>

24
<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,

<TABLE>
<CAPTION>

                                                                                      2005            2004           2003
                                                                                      -----           -----         ----
 Supplemental disclosure of cash flow information:
<S>                                                                                  <C>            <C>            <C>
      Cash paid during the year for interest                                         $   40,249     $   319,541    $ 1,006,312
                                                                                     ==========     ===========    ===========

 Supplemental disclosure of non-cash investing and financing activities:
      Principal and interest on finance lease paid directly to lenders by lessees    $       -      $ 5,766,418    $ 4,397,927
                                                                                     ==========     ===========    ===========
      Notes payable - non-recourse relinquished with sale of equipment               $       -      $16,847,494    $         -
                                                                                     ==========     ===========    ===========
      Transfer of investment in operating leases, net of accumulated
         depreciation, to equipment held for sale or lease                           $       -      $ 4,778,474    $10,389,766
                                                                                     ==========     ===========    ===========
      Transfer of investment in finance leases to investment in operating lessees    $       -      $       -      $ 2,565,000
                                                                                     ==========     ===========    ==========
      Joint venture and finance lease interests assigned to affiliates
         in exchange for amounts owed                                                $2,172,992     $ 1,876,000    $        -
                                                                                     ==========     ===========    ===========
      Reduction of recourse debt through sale of interest in investment
            in estimted unguaranteed residual values                                 $1,145,000     $        -     $        -
                                                                                     ==========     ===========    ===========

</TABLE>


25
<PAGE>
                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 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.  The Partnership is engaged in one
business segment,  the business of acquiring  equipment  subject to leases.  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 cash from sales to its partners.

     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 a management agreement with
the Partnership.  Additionally,  the General Partner has a 1% ownership interest
in 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, 2005 the Partnership
redeemed 12,449 limited  partnership  units leaving 987,548 limited  partnership
units outstanding at December 31, 2005.

     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 its adjusted capital
contribution  account to zero and receive, in addition,  other distributions and
allocations  which would provide a 10% per annum cumulative  return,  compounded
daily, on its outstanding  adjusted  capital  contribution  account.  After such
time, the distributions will be allocated 90% to the limited partners and 10% to
the General Partner.

     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.

     Consolidation and Minority Interest

     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.

26
<PAGE>

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

(2)    Summary of Significant Accounting Policies

     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%  ownership
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  reduced  for  distributions.  All of the  Partnership's
investments  in joint  ventures  and  limited  partnerships  are  subject to its
impairment review policies.

     In joint ventures where the  Partnership's  ownership  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. The minority interest is adjusted for the minority owner's share of the
earnings, losses and distributions of the joint venture.

     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.

     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 an
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.

27
<PAGE>

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

(2)    Summary of Significant Accounting Policies

     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.

     Investment in Estimated Unguaranteed Residual Values

     The Partnership carries its investment in estimated  unguaranteed  residual
values at cost. The value is equal to or less than fair value, and is subject to
the Partnership's policy relating to impairment review.

     Redemption of Limited Partnership Units

     The  Partnership  may, at its discretion  may,  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  partnership  agreement.
Redeemed units have no voting rights and do not share in distributions. Redeemed
limited partnership units are accounted for as a reduction of partners' equity.

     Per Unit Data

     Net income  (loss) and  distributions  per unit are based upon the weighted
average number of units outstanding during the year.

     Revenue Recognition

     The Partnership  leases  equipment to third parties which may be classified
as either a finance 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.  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 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.

28
<PAGE>

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

(2)    Summary of Significant Accounting Policies - continued

     For leveraged leases,  the Partnership  recorded,  at lease inception,  the
Patnership's  net  investment in the equipment,  which  consisted 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 was 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 income 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,  2005  and 2004  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.

     Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally  accepted  in the United  States of America  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 financial  statements and the reported amounts
of revenues and expenses  during the  reporting  period.  Significant  estimates
primarily include the allowance for doubtful accounts and unguaranteed  residual
values. Actual results could differ from those estimates.

     Recent Accounting Pronouncements

     On June 1, 2005 the Financial  Accounting  Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 154 "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinion No.
20,  "Accounting  Changes"  ("APB  20") and SFAS No.  3,  "Reporting  Accounting
Changes in Interim  Financial  Statements," and changes the requirements for the
accounting  for and  reporting  of a change in  accounting  principle.  SFAS 154
requires  retrospective  application to prior periods' financial statements of a
voluntary change in accounting  principle unless it is impracticable  for fiscal
years  beginning  after December 15, 2005. APB 20 previously  required that most
voluntary  changes in  accounting  principle be  recognized  by including in net
income of the period of the change the cumulative  effect of changing to the new
accounting  principle.  The Partnership does not expect the adoption of SFAS 154
to have an impact on its financial position or results of operations.

29
<PAGE>

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

(2)    Summary of Significant Accounting Policies - continued

     The General Partner does not believe that any 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.

(3)    Joint Ventures

     The Partnership and its affiliates,  entities managed and controlled by the
General  Partner,  formed  or  otherwise  entered  into  seven  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 joint venture  described below is majority owned and consolidated  with
the Partnership.

     ICON Cash Flow Partners L.L.C. III

     The  Partnership  along  with,  ICON Cash  Flow  Partners,  L.P.,  Series E
("Series  E") formed ICON Cash Flow  Partners  L.L.C.  III,  ("LLC III") for the
purpose of acquiring and managing a 1976  McDonnell  Douglas  DC-10-30  Aircraft
(the  "Aircraft").  The  Partnership  and Series E contributed 99% and 1% of the
cash  required  for such  acquisition,  respectively.  The  original  lease with
Continental Airlines, Inc. expired on April 30, 2003. Effective May 1, 2003, the
Aircraft  was leased to World  Airways,  Inc.  on a  "power-by-the-hour"  basis.
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 Series E sold its entire 1.0%  ownership  interest in
LLC III to the Partnership for approximately  $20,000 which was determined to be
the fair value of Series E's interest in LLC III.  Fair value was  determined by
the  General  Partner  based upon cash flow  analysis  of the  remaining  rental
payments  and the excess  amounts  included in the  maintenance  reserve  escrow
account.  At December  31, 2005,  LLC III is a  wholly-owned  subsidiary  of the
Partnership.

     Aviation Investors, Inc. ("Aviation"), an unrelated third party who was the
seller in the  acquisition  of the  Aircraft,  is entitled to receive 50% of all
excess  residual  proceeds  from the  Aircraft  pursuant  to a Residual  Sharing
Agreement (the "Agreement").  Residual proceeds include gross proceeds from: the
sale,  lease,  renewal  lease or  extension  or  financing  of the  Aircraft and
casualty  payments.  The gross proceeds may 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  has  entered  into  a
management  agreement  with the  Partnership  to manage the operations of and to
remarket the Aircraft for sale or lease.  For this service  Aviation  receives a
monthly fee of $10,667.

30
<PAGE>

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

(3)    Joint Ventures - continued

     In accordance  with the terms of the lease  agreement  with World  Airways,
Inc.,  the  Partnership  receives  monthly  an  amount  which is  reserved  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 and $1,843,000,  respectively,  at December 31, 2005 and 2004. If the
maintenance reserves are not fully utilized for the Aircraft,  any unused amount
will be divided  between  the  Partnership  and  Aviation as  stipulated  in the
Agreement.

      Investments in operating leases are summarized as follows at December 31:

                                               Year Ended December 31,
                                               -----------------------
                                                2005             2004
                                                -----            ----
 Aircraft                                   $  2,565,000    $   2,565,000

 Less: accumulated depreciation               (1,388,850)        (833,310)
                                            ------------    -------------

                                            $  1,176,150    $   1,731,690
                                            ============    =============


         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"),  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.

31
<PAGE>

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

(3)    Joint Ventures - continued

     ICON/Boardman Facility LLC

     The Partnership  and two affiliates,  L.P. Six and ICON Income Fund Eight A
L.P.  ("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 $65,325 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%  ownership  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  (pound)2,575,000  ($3,744,822  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.

     ICON Aircraft 24846 LLC

     The Partnership and two affiliates, Fund Eight A and ICON Income Fund Eight
B L.P. ("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 ownership interests of 2.0%, 2.0% and 96.0%, respectively.

32
<PAGE>

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


(3)    Joint Ventures - continued

     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.

     ICON Cheyenne LLC

     The  Partnership  along with L.P. Six, Fund Eight A and 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, 2005, 16 remain active, with various expiration
dates through September 2007.

     On September 23, 2004,  the  Partnership  assigned a 9.04% interest in ICON
Cheyenne to the 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, 2005, the  Partnership,  Fund Eight A, and Fund Eight B had
ownership interests of 1.27%, 1.00% and 97.73%, respectively.

     In addition to the joint ventures discussed above, the Partnership formed a
joint venture with unaffiliated  entity for the purpose of owning an interest in
a limited partnership which owns a mobile off-shore drilling rig.

     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; it was then  refinanced and a
portion  of the loan  proceeds  were used to pay for the  exercise  price of the
option, with the excess loan proceeds of $20,002,567 distributed to the partners
(the  Partnership  received a $10,001,284  distribution  which  represented  the
Partnership's  original 50% share).  The other parties to this joint venture are
not affiliates of the Partnership or the General Partner.

33
<PAGE>

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

(3)    Joint Ventures - continued

     The  operator  has  entered  into a charter  with the owner  trustee of the
drilling rig which has a monthly rental of  approximately  $436,000 that is paid
semi-annually and was scheduled to expire on March 15, 2008.

     As discussed  in Note 10, in  connection  with the  Comerica  Bank Loan and
Security Agreement,  the Partnership entered into a Contribution  Agreement with
the other  Borrowers,  which  agreement  permitted  a  Borrower  to repay  other
Borrower's  obligations  to  Comerica  Bank as long as the repaid  amounts  were
promptly  reimbursed to the paying  Borrower.  The Partnership  entered into the
following  transactions  as  repayment  to Fund  Eight A, Fund  Eight B and ICON
Income  Fund Nine LLC ("Fund  Nine") for amounts  paid to  Comerica  Bank on the
Partnership's behalf.

     On November 24, 2004,  the  Partnership  assigned 0.8% of its rights in the
profits,  losses and cash flows from its limited  partnership  interest in North
Sea  valued at  $200,000  to Fund Eight A,  assigned  3.24% of its rights in the
profits,  losses and cash flows from its limited  partnership  interest in North
Sea valued at  $810,000 to Fund Eight B and  assigned  2.6% of its rights in the
profits,  losses and cash flows from its limited  partnership  interest in North
Sea valued at $650,000 to Fund Nine. Fair value of the mobile offshore  drilling
rig was  determined  using an  independent  third party  appraisal and cash flow
analysis.   The   Partnership   realized  a  gain  from  these   assignments  of
approximately $1,397,000,  which is included in income from investments in joint
ventures in the accompanying  consolidated statements of operations for the year
ended December 31, 2004.

     On  February  23,  2005,  the  Partnership  assigned  to  Fund  Eight  B an
additional  2.69% of its rights in the  profits,  losses and cash flows from its
limited  partnership  interest in North Sea valued at $672,992  and  assigned an
additional  3.02% of its rights in the  profits,  losses and cash flows from its
limited partnership  interest in North Sea valued at $755,000 to Fund Nine. This
amount  represented the  proportionate  fair value of our interest in the mobile
offshore  drilling  rig at February 2, 2005.  Fair value of the mobile  offshore
drilling rig was determined using an independent  third party appraisal and cash
flow  analysis.  The  Partnership  realized  a gain from  these  assignments  of
approximately $1,172,000,  which is included in income from investments in joint
ventures in the accompanying  consolidated statements of operations for the year
ended December 31, 2005.

     The Partnership currently owns 87.65% of the rights to the profits,  losses
and cash flows from our Class C limited partnership interest in North Sea.

     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  present  value of the
remaining  charter hire  payments due to the lender and the fair market value of
the rig at the end of the charter.  At this time, the Stipulated  Loss Value has
not been agreed. As permitted by and in compliance with the terms and conditions
of the Partnership's limited partnership agreement,  an affiliate of the 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.

During  the  year  ended  December  31,  2005,  North  Sea  recorded  a gain  of
approximately  $14.1 million related 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 $22.8 million at December 31, 2005. North Sea's gain
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.

34
<PAGE>

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

(3)    Joint Ventures - continued

     The  unaudited  information  as to the  financial  position  and results of
operations  of North Sea at  December  31, 2005 and 2004 and for the years ended
December 31, 2005, 2004 and 2003 are summarized below:

                                                 December 31,
                                                 ------------
                                            2005             2004
                                            -----             ----
 Assets                                   $22,888,483      $ 9,174,080
                                          ===========      ===========
 Liabilities                              $11,981,360      $15,838,485
                                          ===========      ===========
 Equity                                   $10,907,123      $(6,664,405)
                                          ===========      ===========

                                           Years Ended December 31,
                                           ------------------------
                                       2005          2004         2003
                                       -----         -----        ----
 Net income                         $17,571,528   $ 3,070,860  $  2,743,802
                                    ===========   ===========  ============
 Partnership's share of net income  $ 7,700,722   $ 1,143,076  $  1,371,901
                                    ===========   ===========  ============

(4)    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  aggregating  $5,843,538.  This single
recourse  promissory note payable is due on November 27, 2006,  accrues interest
at 5.0% per annum and requires 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 are sold prior to the maturity date
of the recourse  promissory  note payable on November 27, 2006, the  Partnership
may have 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  is  required  to repay a  portion  of the  recourse
promissory  note with 50% of the sales proceeds from any of its assets which are
not subject to senior  secured debt.  The  Partnership  has not been 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.

35
<PAGE>

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

(5)  Net Investment in Leveraged Leases

     The Partnership had an ownership  interest in a McDonnell Douglas DC-10-30F
aircraft  (the  "Aircraft")  subject to a leveraged  lease with Federal  Express
Corporation  which  expired  on  July 2,  2004.  The  Aircraft  was  subject  to
non-recourse debt which had a balloon payment of approximately $9,600,000 due at
lease end.  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.

     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 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 Aircraft transferring to the insurer and the Partnership losing its
entire ownership interest in the Aircraft. As a result, the Partnership received
net proceeds of $520,293, after $9,679,707 was paid to the non-recourse lender.

     For the years ended  December 31, 2004 and 2003, the  Partnership  recorded
impairment  losses  of  $4,700,000  and  $3,400,000,  respectively,  due  to the
reduction  in the  original  estimated  residual  value  based  upon  a  current
appraisal.  The  impairment  loss for both years is netted against net loss from
leverage leases in the accompanying consolidated statement of operations.

(6)    Investments in Finance Leases

     On March 28, 2005,  the  Partnership  assigned its entire 50% interest in a
finance  lease  with  EKA  Chemicals,  Inc.  to 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.

(7)    Equipment Held for Sale

     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.  The General Partner
determined  that  the fair  value  of the  rotables  was  less  than  originally
estimated and the  Partnership  recognized an impairment  loss of  approximately
$1,021,000  during 2005.  The  impairment was based upon recent market data from
sales of similar  assets to  unrelated  third  parties.  During the years  ended
December 31, 2005,  2004 and 2003, the  Partnership  received  proceeds from the
sales  of  these  assets  of  approximately  $192,000,  $621,000  and  $448,000,
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.

36
<PAGE>

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

(7)    Equipment Held for Sale - continued

     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 at 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.  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.

     Additionally,  the Partnership  recorded an impairment charge of $7,850,000
relating to these vessels  during the year ended December 31, 2003 which was due
to a decrease in the fair value of these  vessels as  determined  by the General
Partner based upon information received from an independent appraisal.

     The  Partnership  was the sole owner of two joint  ventures that owned five
marine 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").  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 debt relating to the Vessels was $7,138,369;
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 Capital Corp.  ("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 a  transaction  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.  The action is currently  pending in the Supreme
Court of the State of New York,  New York County.  The parties are  currently in
the process of discovery and have agreed to enter into non-binding  mediation in
an attempt to settle the matter amicably. It is not possible at this early stage
to determine the likelihood of the outcome,  but the General  Partner intends to
vigorously defend this claim.

37
<PAGE>

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

(8)    Notes Payable - Recourse

     Notes  payable  at  December  31,  2005  and  2004  consisted  of  recourse
obligations  totaling $4,698,538 and $8,174,001,  respectively.  Included in the
balance at December 31, 2004 was $2,422,992  which related to the line of credit
discussed  below.  The recourse debt outstanding at December 31, 2005 relates to
the promissory note payable to AAR Corp. described in Note 4 to the consolidated
financial statements and is due on November 27, 2006. The Partnership expects to
be able to repay this obligation from the  distributions  it anticipates that it
will receive from the Partnership's investment in North Sea, as well as from the
proceeds it anticipates that it will receive from the sale of other assets.  The
Partnership has no outstanding non-recourse debt at December 31, 2005.

(9)    Line of Credit

     On May 30, 2002,  the  Partnership,  along with certain of its  affiliates;
Fund Eight A, Fund Eight B and Fund Nine (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.  At December 31, 2004 the Partnership had advances
under  the line of credit  of  $2,242,992  which is  included  in notes  payable
recourse in the accompanying consolidated balance sheet.

     The Borrowers entered into a Contribution Agreement, dated May 30, 2002, as
subsequently  amended to include Fund Ten,  pursuant to which the Borrowers have
agreed to certain  restrictions  on the  amounts  and terms of their  respective
borrowings under the line of credit agreement in order to minimize the risk that
a Borrower would be unable to repay its allocable portion of outstanding line of
credit  obligations at any time. 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
these Borrowers amounts for amounts paid on the Partnership's  behalf. Since the
Partnership  did not have  sufficient  liquidity to repay these  Borrowers,  the
Partnership  assigned  interests in certain  joint venture  investments  as full
repayment of monies due to the Borrowers (See Note 3).

     Effective March 8, 2005, the Borrowers  entered into a Seventh Amendment to
the Loan and Security Agreement with Comerica Bank. This Agreement with Comerica
Bank released the Partnership  from all obligations  under the Loan and Security
Agreement. As such, the Partnership is no longer a party to the $17,500,000 line
of credit and the related Contribution  Agreement was terminated on September 7,
2005.

(10)   Transactions with Related Parties

     Prior to July 1, 2004, the  Partnership in accordance with the terms of the
management 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.

38
<PAGE>

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

(10)   Transactions with Related Parties - continued

     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 salary 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  voluntary decided to waive its
right to future management fees and administrative expense reimbursements.

     The General Partner also has a 1% interest in the Partnership's profits and
distributions.  The Partnership paid no distributions to the General Partner for
the years ended December 31, 2005 and 2004 and paid distributions to the General
Partner of $16,627  for the year ended  December  31,  2003.  Additionally,  the
General  Partner's  interest in the  Partnership's net income for the year ended
December  31,  2005  was  $28,561.   The  General  Partner's   interest  in  the
Partnership's  net loss  for the  years  ended  December  31,  2004 and 2003 was
$102,422 and $173,002, respectively.

     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 and $3,948 of bank  charges  incurred by
the  Partnership  during 2005 and paid by the General  Partner.  At December 31,
2004 the  Partnership  had a net payable of $341,323 due to the General  Partner
and affiliates which included $128,551 due to the General Partner for management
fees  and  administrative  expense  reimbursements.  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 2005 without interest. At December
31,  2004,  the  Partnership  owed  $37,772 to various  affiliates  relating  to
outstanding  balances  owed by the  Partnership  to these  affiliates  under the
contribution agreement.

     At December 31, 2004,  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 from AIC Trust on the Partnership's  behalf.  The Partnership  received
full payment from L.P. Six during January 2005.  Additionally,  the  Partnership
had a receivable of $40,301 due from several affiliates for expenses paid during
2004 on behalf of the 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.

39
<PAGE>

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

(10)   Transactions with Related Parties - continued

     As  discussed  in Notes 3 and 9, the  Partnership  assigned  certain of its
interests in joint ventures and finance leases 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, 2005,  2004 and 2003,
respectively, were as follows:

                                           Years Ended December 31,
                                            ------------------------
                                          2005             2004         2003
                                          -----            -----        ----
 Management fees                         $     -       $   387,287   $  595,157
 Administrative expense reimbursements         -           154,958      242,909
                                         --------      -----------   ----------

                                         $     -       $   542,245   $  838,066
                                         ========      ===========   ==========


(11)   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.

     Concentrations  of  credit  risk  with  respect  to the  Partnership's  one
remaining  lessee are  concentrated  in the aircraft  industry within the United
States of America;  accordingly,  the  Partnership  is exposed to  business  and
economic risk. Although the Partnership is concentrated in the domestic aircraft
industry,  the  Partnership  does  not see a  concentration  problem  due to the
remaining short term life of the aircraft lease.

     For the year ended December 31, 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.  For the year ended
December 31, 2003, the  Partnership  had three lessees that accounted for 94% of
total rental income and finance income.

(12) 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, 2005 and 2004, the partners'  capital accounts  included in
the  consolidated   financial  statements  totaled  $8,017,238  and  $5,161,112,
respectively,  compared to the partners' capital accounts for Federal income tax
purposes of $15,210,351 and  $12,001,483,  respectively.  The differences  arise
primarily  from  commissions  reported as a reduction in the  partners'  capital
accounts  from  financial  reporting  purposes  but not for  Federal  income tax
purposes,   and  temporary   differences  relating  to  direct  finance  leases,
depreciation and provision for losses.

40
<PAGE>

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


(12)   Income Taxes (Unaudited) - continued

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

<TABLE>
<CAPTION>

                                                                Years Ended December 31,
                                                                ------------------------
                                                           2005           2004             2003
                                                           -----          ----             ----
<S>                                                    <C>             <C>             <C>
 Net income (loss) per consolidated
   financial statements                                $ 2,856,126     $(10,242,221)   $ (17,300,236)

 Adjustments for direct finance lease                     (118,673)        (838,438)       4,383,859
 Interest                                                       -         8,528,277        4,822,532
 Depreciation and amortization                           3,124,938         (294,127)      (2,140,232)
 Gain on sale of equipment                              (2,018,295)      11,070,836         (122,887)
 Other                                                    (635,242)       4,802,180           996,942
                                                       -----------     ------------    -------------

 Net income (loss) for Federal income tax purposes     $ 3,208,854     $ 13,026,507    $  (9,360,022)
                                                       ===========     ============    =============


</TABLE>

(13) Selected Quarterly Financial Data (Unaudited)

     The following  table is a summary of selected  financial  data, by quarter,
for the years ended December 31, 2005 and 2004:


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


                                                                         Quarters Ended in 2004
                                                                         ----------------------
                                                         March 31,        June 30,       September 30,    December 31,
                                                        ----------      ---------     ---------------  -------------
 Revenue                                               $ 1,156,982      $   715,162     $    520,002      $  285,080
                                                       ===========      ===========     =============     ==========
 Net loss allocable to limited partners                $(6,175,908)     $  (928,247)    $ (2,698,974)     $ (336,670)
                                                       ===========      ===========     ============      ==========
 Net loss per weighted average limited
    partnership unit                                   $     (6.25)     $     (0.94)    $      (2.73)     $    (0.35)
                                                       ===========      ===========     ============      ==========

</TABLE>


41
<PAGE>



                                   Schedule II

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)
                        Valuation and Qualifing Accounts


<TABLE>
<CAPTION>
                                                     Balance At           Charged To                       Balance At
                                                      Beginning            Costs And                          End
                                                     Of Period             Expenses      Deduction          Of Period
                                                     ---------             --------      ---------          ---------
<S>                                                   <C>                 <C>          <C>                <C>
 Year ended December 31, 2005
 Allowance for doubtful accounts
 (deducted from investments in finance leases)         $     -            $      -      $       -         $      -


 Year ended December 31, 2004
 Allowance for doubtful accounts
 (deducted from investments in finance leases)         $239,516           $ (134,391)   $ (105,125)  (1)  $      -


 Year ended December 31, 2003
 Allowance for doubtful accounts
 (deducted from investments in finance leases)         $289,301           $      -      $  (49,785)       $   239,516

</TABLE>


 (1)    The finance lease terminated during 2004 and the Partnership reversed
        the remaining balance of the allowance for doubful accounts at December
        31, 2004.



                                      S-1
<PAGE>

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

     During the year ended December 31, 2005, 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 year ended December 31, 2005, as well as the financial statements and Annual
Reports  on Form  10-K for the year  ended  December  31,  2005 for our  General
Partner and our affiliates, 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 to support  the
senior vice president of accounting  hired by our General  Partner at the end of
the third quarter of 2004. Accordingly, our General Partner hired two additional
accounting  staff members during 2005 who are certified  public  accountants and
are  experienced  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
<PAGE>
                                    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.  The officers of our General  Partner have extensive  experience  with
transactions  involving the acquisition,  leasing,  financing and disposition of
equipment,  including acquiring and disposing of equipment subject to leases and
full financing transactions.

     Our General  Partner is engaged in a broad range of  equipment  leasing and
financing  activities.  Through its sales  representatives  and through  various
broker relationships  throughout the United States, our General Partner offers a
broad range of equipment leasing services.

     Our General Partner performs certain  functions  relating to the management
of our  equipment.  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.

         Our General Partner's officers and directors are:

           Name        Age          Position
           -----       ----         -------
 Beaufort J. B. Clarke  59    Chairman, Chief Executive Officer and Director
 Paul B. Weiss          45    President and Director
 Thomas W. Martin       52    Chief Operating Officer, Chief Financial Officer
                               and Director


     Beaufort J. B. Clarke,  has been our Chairman,  Chief Executive Officer and
Director  since August of 1996. He was our  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.  Mr. Clarke  received his
B.A. from 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.

     Paul B. Weiss,  has been our President and Director  since January 1, 1999.
Mr. Weiss was our Director and Executive  Vice President  responsible  for lease
acquisitions  from November of 1996 until December 31, 1998. Mr. Weiss served as
Executive Vice President and  co-founder of Griffin Equity  Partners,  Inc. from
October of 1993 through  November of 1996.  Prior to that,  Mr. Weiss was Senior
Vice  President of Gemini  Financial  Holdings,  Inc. from 1991 to 1993 and Vice
President of Pegasus  Capital  Corporation (an equipment  leasing  company) from
1988 through 1991. Mr. Weiss has a B.A. in Economics from  Connecticut  College.
Mr. Weiss has been in the equipment leasing business since 1988.

43
<PAGE>

     Thomas W. Martin,  has been our Chief Operating Officer since February 2006
and has been our Chief Financial  Officer and Director (and Director,  President
and Treasurer of the  dealer-manager  as well) since August of 1996.  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.

     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,  4th
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, 2005, 2004 and 2003.


<TABLE>
<CAPTION>

Entity              Capacity        Description             2005          2004        2003
------              --------        -----------             ----          ----        ----
<S>                                                       <C>           <C>         <C>
ICON Capital Corp.  General Partner Management Fees       $   -         $ 387,287   $ 595,157
                                                          ======        =========   =========
ICON Capital Corp.  General Partner Administrative Fees   $   -         $ 154,958   $ 242,909
                                                          ======        =========   ========

</TABLE>

     Our   General   Partner   also  has  a  1%  interest  in  our  profits  and
distributions.  For the  year  ended  December  31,  2005 and  2004,  we paid no
distributions  to our  General  Partner.  We paid  distributions  to our General
Partner of $16,627 for the year ended December 31, 2003.  Our General  Partner's
interest in our net income for the year ended December 31, 2005 was $28,561. Our
General Partner's interest in out net loss for the years ended December 31, 2004
and 2003 were $102,422, $173,002, respectively.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     (a)  We are a limited  partnership  and therefore do not have voting shares
          of  stock.  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 March 31, 2006, Directors and Officers of our General Partner do
          not own any of our equity securities.

     (c)  Our General Partner owns our equity securities,  as follows: a General
          Partner Interest which represents initially a 1% and potentially a 10%
          interest in our income, gain and losses. Our General Partner owns 100%
          of our General Partner Interest.

Item 13. Certain Relationships and Related Transactions

     See Item 11 for a discussion of our related party transactions. See Notes 3
and  10 to  our  consolidated  financial  statements  for a  discussion  of  our
investments in joint ventures and related party transactions.

44
<PAGE>

Item 14. Principal Accountant Fees and Services

     During the years ended  December  31, 2005 and 2004 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:

                            2005         2004
                            ----         ----

Audit fees              $  71,500     $ 71,500
Audit related fees            -            -
Tax fee (for compliance)   22,140       15,500
                        ---------     --------
                        $  93,640     $  87,000
                        =========     =========


45
<PAGE>

                                     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. All other
               schedules,  other  than those  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:

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

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

     32.1 Certification  pursuant to 18 U.S.C.  ss.1350,  as adopted pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002.

     32.2 Certification  pursuant to 18 U.S.C.  ss.1350,  as adopted pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002.

46
<PAGE>


                                   SIGNATURES

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

ICON Cash Flow Partners L.P. Seven by its General Partner, ICON Capital Corp.

Date: April 18, 2006

/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 18, 2006

/s/ Beaufort J.B. Clarke
--------------------------
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

Date: April 18, 2006

/s/ Paul B. Weiss
------------------
Paul B. Weiss
President and Director

Date: April 18, 2006

/s/ Thomas W. Martin
----------------------
Thomas W. Martin
Chief Operating Officer 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 Registrants 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.

47