**UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

 

**(Amendment No. 1)**

 

**(Markone)**

 

**x****      ANNUAL REPORT UNDERSECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thefiscal year ended September 30, 2008**

 

**o****         TRANSITION REPORT UNDERSECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934**

 

**For the transition period from                to                **

 

**Commissionfile number: 333-68570**

 

**Cycle Country Accessories Corp.**

(Name of smallbusiness issuer in its charter)

 

| **Nevada**                                                         | ** ** | **42-1523809**                     |
|--------------------------------------------------------------------|------------|------------------------------------|
| (State or other  jurisdiction of****incorporation or organization) |       | (IRS Employer  Identification No.) |

 

**1701 38thAvenue West, Spencer, Iowa 51301**

(Address ofprincipal executive offices)

 

**(712)262-4191**

(Issuer’stelephone number)

 

Securitiesregistered under Section 12(g) of the Exchange Act:

 

**CommonStock, par value $0.0001 per share**

(Title of class)

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes oNo x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes oNo x

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to filing requirements for thepast 90 days.  Yes o No x

 

Indicate by check markthat disclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company.  See the definitions of “large acceleratedfiler,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act.

 

| Large accelerated filer o                     |   | Accelerated filer o         |
|-----------------------------------------------|--------|-----------------------------|
| Non-accelerated filer o                       |   | Smaller reporting company x |
| (Do not check if a smaller reporting company) |   |                        |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct). Yes oNo x

 

The number of shares ofthe registrant’s common stock, par value $0.0001 per share, outstanding as of December 10,2008 was 6,022,307.

 

 

 

----

 

**EXPLANATORYNOTE**

 

This Amendment No. 1on Form 10-K/A (“Amendment No. 1”) amends the Annual Report on Form 10-KSBof Cycle Country Accessories Corp. (the “Company”) for the fiscal year ended September 30,2008, filed with the Securities and Exchange Commission (“SEC”) on January 14,2009 (the “Original 10-KSB”).  This Amendment No. 1 is beingfiled for the purpose of responding to commentsreceived from the staff of the SEC.  In particular, this Amendment No. 1 containschanges to the following portions of the Original 10-KSB:

 
|   | · | Item 12. Certain  Relationships and Related Transactions, and Director Independence;                   |
|--------|--------|--------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                   |
|   | · | Independent Auditors’  Report, page F-1 of the Original 10-KSB                               |
|   |   |                                                                                                   |
|   | · | Independent Auditors’  Report on Supplementary Information, page F-45 of the Original 10-KSB |

 

Item 12 is being amendedto reflect information that was reported elsewhere in the Original 10-KSB, butwas inadvertently omitted as a disclosure under Item 12.  The Independent Auditors’ Reports wereincluded in the Original 10-KSB, but the signatures to the reports wereinadvertently omitted and are included in this Amendment No. 1.  These are the only items from the Original10-KSB included in this Amendment No. 1.  In addition, therequired Section 302 and Section 906 certifications are listed in Item13 and are attached as Exhibits 31.1, 31.2 and 32.1 to this Amendment No. 1.

 

Except as describedabove, this Amendment No. 1 does not amend any other information set forthin the Original 10-KSB and the Company has not updated disclosures includedtherein to reflect any events that occurred subsequent to the filing of theOriginal 10-KSB.  Accordingly, this Amendment No. 1 should beread in conjunction with the Original 10-KSB and the Company’s filings madewith the SEC subsequent to the filing of the Original 10-KSB.  Thefiling of this Amendment No. 1 is not an admission that the Original10-KSB, when filed, included any untrue statement of a material fact or omittedto state a material fact necessary to make a statement not misleading.

 

**Item 12.        CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS, AND DIRECTOR INDEPENDENCE**

 

On November 14, 2007the Company sold its Milford, Iowa property to the Company’s founders, Jim andJan Danbom in exchange for all of their Cycle Country common shares. The totalnumber of shares was 1,410,730 with a value on the closing date of thetransaction of $2,581,636.  At the timeof the transaction, Mr. and Mrs. Danbom were also serving asdirectors of the Company, but both retired effective December 18,2007.  The Company now leasesapproximately 90% of the facility from Danbom Properties, LLC, which is ownedby the Danboms, under a three year triple net lease that contains two one yearrenewal options.  The annual lease costis $185,104 payable in monthly installments.

 

**Item 13.        EXHIBITS**

 

(31.1) Certification ofChief Executive Officer pursuant to Rule 13a-14 or 15d-14 of theSecurities Exchange Act of 1934, as adopted pursuant to section 302 of theSarbanes-Oxley act of 2002.

 

(31.2) Certification ofChief Financial Officer pursuant to Rule 13a-14 or 15d-14 of theSecurities Exchange Act of 1934, as adopted pursuant to section 302 of theSarbanes-Oxley act of 2002.

 

(32.1) Certification ofChief Executive Officer pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 

(32.2) Certification ofChief Financial Officer pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 

2

----

 

REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

Cycle Country AccessoriesCorp. and Subsidiaries

Milford, Iowa

 

We have audited theaccompanying consolidated balance sheets of CYCLE COUNTRY ACCESSORIES CORP. ANDSUBSIDIARIES, (a Nevada corporation) as of September 30, 2008 and 2007,and the related consolidated statements of income, stockholders’ equity, andcash flows for the years then ended. These financial statements are theresponsibility of the Company’s management. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our auditsin accordance with the standards of the Public Company Accounting OversightBoard (United States).  Those standardsrequire that we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.  An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that our auditsprovide a reasonable basis for our opinion.

 

In our opinion, theconsolidated financial statements referred to above present fairly, in allmaterial respects, the financial position of Cycle Country Accessories Corp.and Subsidiaries, as of September 30, 2008 and 2007, and the results ofits operations and its cash flows for the years then ended in conformity withU. S. generally accepted accounting principles.

 
|                  | /s/  Henjes, Conner & Williams, P.C. |
|-----------------------|-----------------------------------------------|
|                  |                                          |
|                  | Certified Public  Accountants                 |
|                  |                                          |
| Sioux City, Iowa      |                                          |
| January 13, 2009 |                                          |

 

INDEPENDENTAUDITORS’ REPORT ON SUPPLEMENTARY INFORMATION

 

To the Board ofDirectors of Cycle Country Accessories Corp. and Subsidiaries

Milford, Iowa

 

Our report on theconsolidated financial statements of Cycle Country Accessories Corp. andSubsidiaries for the years ended September 30, 2008 and 2007, appears on page F-1.  The audits were conducted for the purpose offorming an opinion on the basic consolidated financial statements taken as awhole.  The supplementary information inSchedules 1 and 2 pertaining to fiscal 2008 and 2007 is presented for purposesof additional analysis and is not a required part of the basic consolidatedfinancial statements.  Such informationhas been subjected to the auditing procedures applied in the audits of thebasic consolidated financial statements and, in our opinion, is fairly statedin all material respects in relation to the basic consolidated financialstatements for the years ended September 30, 2008 and 2007, taken as awhole.

 
|                  | /s/  Henjes, Conner & Williams, P.C. |
|-----------------------|-----------------------------------------------|
|                  |                                          |
|                  | Certified Public  Accountants                 |
|                  |                                          |
| Sioux City, Iowa      |                                          |
| January 13, 2008 |                                          |

 

3

----

** **

**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Exchange Act, theregistrant caused this report to be signed on its behalf by the undersigned,thereunto duly authorized, on February 23, 2010.

 
| CYCLE  COUNTRY ACCESSORIES CORP. |
|----------------------------------|
|                             |   |
| By:                              | /s/  Jeffrey M. Tetzlaff |   |
|                             | Jeffrey M. Tetzlaff |   |
|                             | President and Chief  Executive Officer |   |

 

 

In accordance with therequirements of the Exchange Act, this report has been signed by the followingpersons on behalf of the registrant and in the capacities indicated.

** **
| **Name and Signature**   | ** ** | **Title**                                              | ** ** | **Date**               |
|--------------------------|------------|--------------------------------------------------------|------------|------------------------|
|                     |       |                                                   |       |                   |
| /s/  Jeffrey M. Tetzlaff |       | President, Chief  Executive Officer and                |       | February 23, 2010 |
| Jeffrey M. Tetzlaff      |       | Director (principal  executive officer)                |       |                   |
|                     |       |                                                   |       |                   |
|                     |       |                                                   |       |                   |
| /s/  Robert Davis        |       | Chief Financial  Officer, Treasurer, Secretary and     |       | February 23, 2010 |
| Robert Davis             |       | Director (principal  financial and accounting officer) |       |                   |
|                     |       |                                                   |       |                   |
|                     |       |                                                   |       |                   |
| /s/ Daniel Thralow       |       |                                                   |       |                   |
| Daniel Thralow           |       | Director                                               |       | February 23, 2010 |

 

4

----