UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-KSB

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

                  For the fiscal year ended September 30, 2005

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

                  For the transition period from ______ to ______

                       Commission file number: 333-68570

                        Cycle Country Accessories Corp.
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                (Name of small business issuer in its charter)

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

                       2188 Highway 86, Milford, Iowa 51351
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                     (Address of principal executive offices)

                                 (712) 338-2701
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                            (Issuer's telephone number)

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

                   Common Stock, par value $0.0001 per share
            --------------------------------------------------------
                                (Title of class)

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

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [   ].

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

The Company's revenues for the year ended September 30, 2005
were $17,181,463.

As of December 12, 2005, the aggregate market value of the
voting stock held by non-affiliates of the registrant (based on
a closing price of $3.24 per share held by non-affiliates on
December 12, 2005) was $16,333,916.


The number of shares of the registrant's common stock, par value
$0.0001 per share, outstanding as of December 12, 2005 was 7,285,432.

Transitional Small Business Disclosure Format (check one): Yes [  ]; No [X]

<PAGE>

PART I.

Item 1.  DESCRIPTION OF THE BUSINESS

GENERAL

     Cycle Country Accessories Corp. (a Nevada corporation) was
incorporated in the State of Nevada on August 15, 2001 as a C
corporation.  On August 21, 2001, we entered into an agreement
to purchase all of the outstanding common stock of Cycle Country
Accessories Corp. (an Iowa corporation) for $4,500,000 in cash
and 1,375,000 shares of our common stock.  Cycle Country
Accessories Corp. (an Iowa corporation) was originally
incorporated on August 8, 1983 and is headquartered in Milford,
Iowa.  In addition, on August 14, 2001, Cycle Country
Accessories Corp. (an Iowa corporation) merged with Okoboji
Industries Corporation.  Okoboji Industries Corporation
manufactured the plastic wheel covers for what is considered our
Plastic Wheel Cover segment.  As a result of these transactions
we are the Successor Company to the business of both companies.

     In March of 2002, Perf-Form Products, Inc. was purchased
for a total purchase price of approximately $528,800.  In June
of 2002, the Company purchased Weekend Warrior for 10,000
shares of common stock.

     On April 29, 2005 we acquired Simonsen Iron Works, Inc.,
which had been our largest supplier of fabricated steel parts
for total consideration of $7,000,000 in cash and $8,000,000
worth of our common stock.  We believe that our partnership with
Simonsen has been a key to the success of our Company as working
with this vendor allowed us to maintain the highest quality
parts at the most economical cost.  Going forward as one company
will allow us to bring products to market sooner, reduce costs
by streamlining production processes, and reducing overhead to
maximize profits, while maintaining our high quality product
standard.

     We are one of the world's largest manufacturers of
accessories for all terrain vehicles ("ATVs").  We manufacture a
complete line of branded products, including snowplow blades,
lawnmowers, spreaders, sprayers, tillage equipment, winch
mounts, utility boxes, oil filters and oil coolers, baskets and
an assortment of other ATV accessory products.  These products
custom fit essentially all ATV models from Honda, Yamaha,
Kawasaki, Suzuki, Polaris, Arctic Cat, Bombardier, and others.
We design, engineer and assemble all accessory products at our
headquarters and manufacture a large majority of the original
equipment components at our Spencer facility, which is the site
of Simonsen Iron Works, Inc.

     We are recognized as a leader in the manufacturing of high
quality ATV accessory products.  This reputation has enabled us
to develop key, long-term relationships with ATV manufacturers


<PAGE>

and distributors.  We sels our products to 9 distributors in the United
States, most of which have sold our products continuously for the past 24
years.  The distributors call on and sell Cycle Country products to virtually
every ATV dealer in North America.  Similar strategic arrangements have
also been developed internationally.  We currently have 10
international distributors distributing our products to over 30
countries.

     We are also the largest manufacturer of golf car hubcaps
in the world. We estimate that we maintain 70% of the original
equipment manufacturer ("OEM") hubcap business.  We have always
sold directly to golf car manufacturers and we also have an
excellent distribution network that reaches the after market
throughout the United States, Europe and Asia.

     We are continuing our growth in the lawn and garden
industry.  Our market research continues to tell us that the
manufacturers of garden tractors and utility vehicles need
accessories similar to those available in the ATV industry.  Our
pull-behind products, 3-point implements, and other branded and
private label accessories can be used with lawn and garden
tractors and utility vehicles.  We sell our products to several
equipment manufacturers, dealers and retail outlets within the
lawn and garden and utility vehicle markets.  We continue to
work with other manufacturers, dealers, and retail outlets to
introduce these accessories into their product lines.

     Additionally, we are successfully continuing to provide
contract manufacturing services at our Spencer facility
(Simonsen Iron Works, Inc.) to outside manufacturers.  We intend
to continue growing this market by promoting the capabilities
and unique manufacturing processes the Spencer facility can
provide to other manufacturers.

     Our three largest customers accounted for approximately
38% of our net sales in the year ended September 30, 2005.  Two
of these three customers have represented a significant amount
of our business every year for the past 19 years.  While the
percentage of total net sales these customers represent should
decrease as our sales grow in other areas, such as Lawn and
Garden, we do anticipate these customers will continue to
represent a significant amount of our business.

<PAGE>


INDUSTRY OVERVIEW

ATV Accessories:

     In today's ATV market there are several OEM's competing
for market share.  Honda has been the world leader followed by
Polaris, Yamaha, Kawasaki, Suzuki, Arctic Cat and Bombardier.
According to the Motorcycle Industry Council and Powersports
Business, in 2004 there were over 1.1 million ATV's sold
worldwide.  This represented a 5% increase over 2003.  2005
worldwide ATV sales are forecasted to grow by 5.0% to 7.5%
according to The Mercanti Group.  According to Baird Research
71% of all units sold are Utility, 21% are Sport Quads, and 8%
are in the Youth category.  We consider the Utility Division to
be our target market.


Wheel Covers:

     The golf car industry continues to expand each year and is
currently dominated by E-Z-Go, Club Car and Yamaha. Global, Par
Car and a few other OEM's compete for the remainder of the
market.  We estimate that we maintain 70% of the OEM hubcap
business and are the largest manufacturer of golf car hubcaps in
the world.  We have always sold directly to all the golf car
manufacturers and we have an excellent distribution network
throughout the United States, Europe and Asia to reach the after
market.

Lawn and Garden:

     According to The Outdoor Power Equipment Institute over 1
million new lawn and garden tractors are sold each and every
year.  Worldwide utility vehicle units sold in 2004 reached
158,000 according to Powersports Business magazine and sales are
expected to top 200,000 units next year.  Our market research
continues to tell us that the manufacturers of garden tractors
and utility vehicles need accessories similar to those available
in the ATV industry.  We sell our products to several equipment
manufacturers, dealers and retail outlets within the lawn and
garden and utility vehicle markets.  We continually work with
other manufacturers, dealers, and retail outlets to introduce
these accessories into their product lines.


COMPANY HISTORY

     Cycle Country's market research has been a continued work
in process for the past 24 years and that work still continues
today.  Our success was accomplished by constant market research
and a constant effort to adjust to the changes in the industry.
When we started in the ATV accessory industry ATV's were much
smaller.  They were small 3-wheeled vehicles with two-wheel
drive.  Today they are powerful 4-wheel drive vehicles capable
of doing many more tasks.  The ATV industry falls within both
the recreational and machinery industry depending on the product
and consumer.  In 2004, over 1.1 million units were sold
worldwide and there are well over 3 million units on the market
today.  Prospective ATV buyers lean toward a new purchase
because of the strides manufacturers have made in product
development.  Partly due to our line of utility products the ATV
manufacturers have focused their efforts to incorporate four
wheel drive and making larger ATV's for greater hauling and work
capacity.

     The idea for our business was born in 1981 when Jim Danbom
recognized that an ATV could be used to plow snow.  He
manufactured and sold 100 snowplow kits that year.  He sold more
the next year and then in 1983 decided to incorporate.  The
business has grown every year since.  Now in addition to
snowplows, Cycle Country manufactures and sells a full range of
products designed for the new and more powerful ATV's.  These
products include mowers, sprayers, spreaders, 3-point hitch,


<PAGE>


moldboard plow, disc harrow, furrower, cultivator, rake, and row
planter.  We also manufacture winches, winch mounts, chains, gun
racks, plastic cargo boxes, steel mesh baskets, a rear hitch,
and a very unique 5th wheel trailer.

     Over the last several years, we have expanded into
manufacturing injection molded wheel covers primarily for the
golf car industry.  We are now entering our third year in the
lawn & garden industry, utilizing some current products as well
as creating new items specifically for that industry.  Our
acquisition three years ago of Weekend Warrior, with its garden
utility attachments, has provided us with new products and new
markets within the lawn and garden industry.  Another
acquisition three years ago, Perf-Form Products, Inc., has
provided the company with a new line of premium oil filters and
oil cooler products that fit very well into our current
marketing and distribution channels and is providing us the
opportunity to expand into the motorcycle, aviation, and marine
industries.

     On April 29, 2005 we acquired Simonsen Iron Works, Inc.,
which had been our largest supplier of fabricated steel parts
for total consideration of $7,000,000 in cash and $8,000,000
worth of our common stock.  During the year ended September 30,
2004, we purchased approximately $8,140,000 of goods from
Simonsen.  This represented approximately 61% of our raw goods
purchases during that year.  We believe that our partnership
with Simonsen has been a key to the success of our Company as
working with this vendor allowed us to maintain the highest
quality parts at the most economical cost.  Going forward as one
company will allow us to bring products to market sooner, reduce
costs by streamlining production processes, and reducing
overhead to maximize profits, while maintaining our high quality
product standard.


PRODUCTS

ATV Accessories

     We offer a complete line of ATV accessories.  Our products
enhance the functionality and versatility of the ATV.  The ATV
was initially designed as a recreational vehicle but is rapidly
becoming a multi-purpose vehicle serving both recreational and
utility functions.  Our products help ATV owners perform many of
their utility needs.  Research shows that approximately 71% of
all the ATV's currently sold are for these utility functions.
We offer a standard one-year warranty on all products except
snowplow blades, on which we offer a limited lifetime warranty.

     Seven manufacturers dominate the ATV industry.  We
manufacture accessories for all of the major manufacturer's ATV
models and most smaller manufacturers.

     We manufacture our products from high-quality parts
produced primarily at our Spencer facility (Simonsen Iron Works,
Inc.), with final assembly and packaging performed at our
headquarters.  The following lists the major ATV accessory


<PAGE>


products and their proportion of total sales of the ATV
accessory segment for the year ended September 30, 2005, which
approximates 89% of total company sales: (a) Blades: 62%, (b)
Winches and Winch Mounting Kits: 6%, (c) Mowers: 4%, (d) Tillage
Equipment: 1%, (e) Sprayers: 1%, (f) Spreaders: 1%.  "Other"
products comprise the remaining 25% of our sales and comprises
some of the following: OEM products (including John Deere and
Land Pride): 10%, Perf-Form oil filters and oil coolers: 4%,
electric blade lift system: 2%, trailers: 1%.

Our major ATV accessory products include:

Blades.

     We manufacture five sizes of steel straight blades, which
include 42", 48", 54" (new), 60" and 72" models.  We also offer
52" and 60" State Plows and a Power Vee blade.  Our standard
blade configuration features a universal manual lift or a
universal electric lift.  The blades can also be lifted with a
winch.  All of our blades come standard with heavy-duty skids,
heavy-duty trip springs, and a limited lifetime warranty. Our
newest product, and recently patented Electric Blade Angle Kit
allows our blades to be swiveled from a convenient handlebar
mounted switch while remaining seated on the ATV.

Winches and Winch Mounts.

     We offer a complete line of electric winches and winch
mounts to fit all ATV models.  Models include 1,500, 2,000 and
3,000 pound capacity winches.  Our winch mounts are designed to
receive all of the major brands of ATV winches.

Mowers.

     We offer two mowing systems, the "Quicksilver 54 Finish
Cut" mower and the "Rough Cut" mower.  The Quicksilver 54 is a
54" finish cut mower that can be mounted to the front of an ATV
or towed behind any tractor or ATV.  It is powered by an 11
horsepower Briggs & Stratton engine.  The Rough Cut is a 48"
mower that is designed to cut thick weeds and overgrown brush.
It's powered by a 13 horsepower engine by Briggs & Stratton and
is pulled behind the ATV.  The Rough Cut offers an offset hitch,
which allows mowing to the left, right or directly behind the
ATV.  Both mowers are also available with Honda engines.

Tillage Equipment.

     We manufacture a three-point hitch that transforms the ATV
into a small working tractor.  The three-point hitch is designed
to fit on most four-wheel drive ATVs.  The hitch is effective
because it locks in the rear suspension and has a built-in float
to provide the smooth operation of attached implements.  We have
two three-point hitch models, one of which meets engineering
standards for category zero hitches and the other meets
engineering standards for category one hitches.  The hitch


<PAGE>

design allows the use of implements such as a cultivator,
moldboard plow, disc harrow, furrower, rake, one row planter and
a rear blade.  We manufacture and sell all of these implements.

Sprayers.

     We offer rack-mounted sprayers in both 15 and 25-gallon
sizes.  There are four different models of rack-mounted sprayers
available depending on spraying needs:  Econo Spot, Deluxe,
Professional and Ag-Commercial.  The sprayers can be purchased
with either a 43" or 120" spray boom.  The sprayers mount easily
and quickly on the rear rack of an ATV.

Spreaders.

     We offer a 100-pound capacity hopper for front or rear
mounting.  This product is used for spreading everything from
fertilizer to seed to salt pellets for winter de-icing.  The
spreader's flow rate and spread pattern are adjustable.

Other.

     Additionally, we offer a wide array of products such as
tire chains, rack boxes, CV boot guards, spotlights, trailers,
gun racks, cargo boxes, steel mesh baskets, and bed lift kits
for various utility vehicles.  Through acquisitions three years
ago we have added a branded product line to our ATV accessories
segment, Perf-Form Products, a line of premium oil filters and
oil coolers for motorcycles and ATVs.   The Perf-Form products
have performed well the past three years and we believe there
still is great growth potential to be realized.

Wheel Covers

     We are a leading producer of injection-molded plastic
specialty vehicle wheel covers for vehicles such as golf cars,
riding lawn mowers and light duty trailers.  This segment
represents approximately 9% of our total company sales.  Wheel
cover products include 6", 8" and 10" sizes offered in both hot-
stamped and metalized options.  Styles include the Turbine,
Sport Edition, and Maxam.

Lawn and Garden

     This segment contains our Weekend Warrior products which
feature pull-behind and 3-point implements designed and built
for garden tractors and utility vehicles as well as other
products designed and built specifically for lawn and garden and
utility vehicle equipment manufacturers for their own private
product lines.  Our products enhance the functionality and
versatility of these tractors and utility vehicles.  This
segment represents approximately 2% of our total company sales.
Products include a 64" tandem disc, 60" cultivator, brush cut
mower, 15 and 25 gallon sprayers, spotlight, gun and tool rack,


<PAGE>


soft goods, bed lift, and a full line of three-point tillage
equipment.  As growth in the lawn and garden industry and
utility vehicle industry continues this will allow the company
to address the seasonality of our ATV accessory products by
providing sales in quarters traditionally slow in our main ATV
Accessories business segment.

PRODUCT DEVELOPMENT

     We have remained competitive and grown over the past years
by designing and marketing new products continually.  We employ
an experienced staff of four product design professionals that
work with CAD/CAM technology in the design of new products.
This R&D group serves two primary functions: product
retrofitting and new product design.  Retrofitting of existing
products accounts for roughly 50 percent of the engineers' time.
Product development costs have averaged less than 1% of net
sales the last two years.  Management considers the engineering
group a critical factor to the company's future and current
success.

     New products introduced in 2005 included: a Yamaha V-Star
motorcycle oil filter relocation kit, a 60 inch Quick Sweep
broom, rear CV Boot Covers, bed side extensions and a rear
screen for the John Deere Gator, and a variety of bags, ATV
covers and other soft goods under the Weekend Warrior product
line.   New products introduced in 2004 included: a recently
patented Electric Blade Angle Kit, a 54" straight blade, a tool,
gun and gear carrier for compact utility vehicles, Weekend
Warrior and private label blades, gun and tool carriers, winch
mounts, bed lifts, and a variety of private licensed products
for lawn and garden and utility vehicle original equipment
manufacturers (OEM's), such as John Deere, Club Car, and Compact
Power Equipment.

     We are continually developing and researching new
products, processes, and new applications for existing products.
There are no products presently being developed that will
require a material investment of our resources.


PATENTS AND TRADEMARKS

     We maintain trademarks for all of our product names.  In
addition, we maintain patents for wheel covers, 3-point hitches,
rack utility boxes, work power lift system, rub block on work
power lift, grablight, the 5th wheel trailer, Perf-Form oil
filter/cooler, and the Weekend Warrior universal tow frame.  We
also patented our Electric Blade Angle Kit which allows a rider
to conveniently swivel any of our straight blades by a handlebar
mounted switch while remaining seated on the ATV, making plowing
a much quicker and more efficient process.


SUPPLIERS

     On April 29, 2005 we acquired Simonsen Iron Works, Inc., which
had been our largest supplier of fabricated steel parts for total
consideration of $7,000,000 in cash and $8,000,000 worth of our



<PAGE>


common stock.  During the period October 1, 2004 through April 29,
2005, we purchased approximately $3,907,000 of goods from Simonsen.
This represented approximately 67% of our raw goods purchases during
that period and approximately 42% of our raw goods purchases for the
entire fiscal year of 2005.  We believe that our partnership with
Simonsen has been a key to the success of our Company as working with
this vendor allowed us to maintain the highest quality parts at the
most economical cost.  Going forward as one company will allow us to
bring products to market sooner, reduce costs by streamlining
production processes, and reducing overhead to maximize profits,
while maintaining our high quality product standard.


MARKETING - CHANNELS OF DISTRIBUTION:

ATV Accessories:

Domestic Distribution

     We distribute our products domestically through 9
distributors that specialize in motorcycle and ATV accessories.
These distributors are either regional or national.  We believe
that virtually every ATV dealer in the United States is served
by at least two of these distributors.   Because of this overlap
we believe that we would experience a minimal decline in sales
if any one of our distributors decided to stop selling our
products.  Most of these distributors have been customers of
Cycle Country since we first began selling ATV accessories.  Our
most recent distributor was added last year.

     During the year ended September 30, 2005, domestic
accessory sales represent approximately 88% of our total ATV
Accessory sales.  For 2005, our largest distributor accounted
for 23% of our domestic accessory sales and our five largest
distributors accounted for 62% of our domestic accessory sales.

     In cooperation with John Deere, Land Pride, and
Bristers, we have developed several products that are now
being sold as accessories for John Deere lawn and garden
equipment, Land Pride utility vehicles, and Bristers
utility vehicles.  In addition, we have also cooperated
with John Deere to provide licensed accessories for its
line of Utility ATV's.  Products include bags, plow kits,
helmets, gloves, gun rack, grab light, and an ATV cover
that Cycle Country  manufactures and distributes to
authorized John Deere ATV dealers as officially licensed
product.  OEM sales during the year ended September 30,
2005 represent approximately 13% of our total ATV
Accessory sales.  We intend to continue expanding our
associations with John Deere, Land Pride, and Bristers in
the future as well as to seek new opportunities with other
similar OEM's.

International Distribution

     We distribute our products internationally through 10
distributors that sell our products in over 30 countries.  This
department is in its 9th year of existence and has provided us


<PAGE>


with a profitable expansion of the ATV Accessory segment of
business.  We were recognized as the Iowa Small Business
Exporter of the year in 1997 and received the Governor's Export
Award in that same year.

     International accessory sales represent approximately 12%
of our total ATV Accessory sales during the year ended September
30, 2005.  We believe that the international market will
continue to be a significant contributor to our long-term sales
growth.

Wheel Covers:

     We market wheel covers to virtually all golf car
manufacturers.  We estimate we provide approximately 70% of all
wheel covers sold to these golf car manufacturers.  Sales to
these golf car OEM's are made directly by our sales force.

     We also market our wheel covers to golf courses and golf
car dealers through an extensive network of golf equipment
distributors.  Management estimates that this distributor
network allows us to achieve a 70% market share of the golf car
after market wheel cover sales.

Lawn and Garden:

     We market our lawn and garden accessories mainly by
working with lawn and garden equipment and utility vehicle
equipment manufacturers to introduce our accessories into their
product lines and creating new accessories for their product
lines.  We also, through our Weekend Warrior products, sell to
national retail outlets and lawn and garden dealers.  As this
segment is a fairly new market for us, we will continue to
pursue opportunities with OEM's and direct-to-market
distribution opportunities to further our growth in this market.


Sales and Promotion

ATV Accessories:

     We employ a sales force of five people to market our ATV
products.  Our primary method of penetrating the market of ATV
dealers is to leverage the sales work to the representatives
employed by our distributors.  These representatives call on
every ATV dealer in the United States and each of the over 30
countries represented by our distributors.  We view our job as
educating these representatives so they can effectively sell our
product line.

     Each year we produce a catalog of our entire product line
and make a new video that demonstrates the applicability of our
products.  Distributors are allowed unlimited quantities of
these sales tools.  Sales programs such as an early order

<PAGE>


program that allows for a discount off of distributor price and
an annual rebate incentive based on achievement of predefined
sales targets are utilized to promote the product line
throughout the year.

     Our sales people exhibit at several national and
international trade shows each year in conjunction with our
distributors.  These representatives also travel to each of our
domestic distributors each year to demonstrate new products and
address concerns that may arise.  We attend the Dealernews
International Powersports Dealer Expo and the ATV Industry
Magazine's ATV Expo to demonstrate our current and new products
to our distributors and ATV dealers.

Golf Market:

     The primary means we use to sell our wheel covers is to
attend semi-annual golf industry trade shows and produce a
brochure for distribution to interested parties.  Our sales
person calls on and markets directly to golf car OEMs,
distributors, dealers, and national retail golf outlets.  We
also leverage the after market sales work to the representatives
employed by our distributors to reach golf car dealers and golf
courses throughout North America.

Lawn and Garden

     We utilize a sales force of two people to market our lawn
and garden products.  Our primary method of penetrating the
market of OEM's is to make direct contact with potential
manufacturers or to follow up on leads brought to us through our
advertising or current OEM customers.  Our sales force also
contacts national and regional retail outlets as well as lawn
and garden dealers.

     Each year we produce a catalog of our entire product line
and make a new video that demonstrates the applicability of our
products.  Our lawn and garden and retail outlet customers are
allowed unlimited quantities of these sales tools.

     Our sales people exhibit at regional and national trade
shows each year.  They also travel to each OEM or retail outlet
customer to demonstrate our products and address concerns that
may arise.

Advertising

     We advertise our ATV and lawn and garden accessories in
national trade magazines, professionally developed videos,
annual catalog, magazine and television advertising campaigns.
Additionally we have three Internet sites located at:
www.cyclecountry.com , www.perf-form.com , and www.weekend-
warrior.com.


<PAGE>

COMPETITION

     We are one of the largest ATV accessory manufacturers in
the world.  Management estimates that we control over 50% of the
worldwide market in several product categories.  Additionally,
management estimates that we maintain 70% market share of the
OEM golf car hubcap market and 70% of the golf car hubcap
aftermarket.

     As with any industry we are faced with competition.
However, due to our aggressive marketing and innovative product
line, we maintain the largest market share in the ATV Utility
Accessory Market as well as the wheel cover market.  With our
recent entry into the lawn & garden accessory market, our goal
is to achieve a leading market share in that market.

     However, the markets for all of our products are
competitive. We expect the markets for our products to become
even more competitive if and when more companies enter them and
offer competition in price, support, additional value added
services, and quality, among other factors.


EMPLOYEES

     As of September 30, 2005, we have 120 full-time employees,
including 85 in production, 5 in sales, 7 in administration, 13
general office, 7 in research and development and 3 drivers.  We
presently have no labor contract with any unions and we do not
anticipate unionization of our personnel in the foreseeable future.
We believe our relationship with our employees is good.  From time to
time, we hire part time employees, ranging from a minimum of 1 to a
maximum of 6.  We also regularly utilize 12-16 temporary employees at
our Spencer facility through a local employment agency to handle high
seasonal demand peeks.


<PAGE>

Item 2.  DESCRIPTION OF PROPERTIES

     Our principal office and manufacturing facility is a
modern 106,000 square foot facility located at 2188 Highway 86,
Milford, Iowa, which is located on 10 acres at the intersection
of two major highways which allows for easy entry and exit for
truck traffic. This property is zoned light industrial and will
support an additional 51,000 square foot building expansion.  We
own this facility.

     Our manufacturing facility located at 1701 38th Avenue
West, Spencer, Iowa is a modern 115,000 square foot facility,
which is located on 16 acres in the Spencer Technical Park.
This property will support an additional 150,000 square foot
building expansion.  Also located in the Spencer Technical Park
is a modern 20,000 square foot facility located at 3403 West
Milwaukee Street, which is currently used as a warehouse but
could be used for manufacturing.  We own both Spencer facilities
as a result of the acquisition of Simonsen Iron Works on April
29, 2005.


Item 3.  LEGAL PROCEEDINGS

     At times we are involved in lawsuits in the ordinary
course of business. These lawsuits primarily involve claims for
damages arising out of the use of our products.  As of the date
of this filing, we are not a party to any material legal
proceedings.  We currently carry two million dollars of product
liability insurance.

     Prior to the merger, Simonsen Iron Works Inc. was named
a defendant in a wage discrimination lawsuit filed by Lori
Christenson in the Iowa District Court in and for Clay County,
IA (Case No. LACV 25639) that was filed on November 13, 2003.
The suite was filed seeking monetary damages under the Equal Pay
Act and for Retaliatory Discharge.  Upon a motion for summary
judgment sought by Simonsen, the court dismissed the count based
on the Equal Pay Act during the third quarter of fiscal 2005.
At that time the court allowed the retaliatory discharge claim
but Simonsen subsequently filed a motion to reconsider and
dismiss this charge as well.  As of the date of this report the
court has ruled on this motion to reconsider and denied the
motion, the remaining portion of the case is presently set to go
to trial in 2006.  Simonsen's, and now the Company, have
contested the case vigorously and do not expect its outcome to
have a material impact on its financial position.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


<PAGE>


PART II.

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Market Information

     Our common stock lists on the American Stock Exchange
under the symbol: ATC.  The table below sets forth the reported
high and low bid prices for the periods indicated.


                           High             Low
FY 2005


Fourth Quarter            $4.33            $2.89
Third Quarter             $5.45            $3.00
Second Quarter            $5.75            $4.72
First Quarter             $6.49            $4.60

FY 2004


Fourth Quarter            $5.41            $4.26
Third Quarter             $5.88            $4.97
Second Quarter            $5.74            $4.25
First Quarter             $4.90            $4.39

     As of December 12, 2005, there were approximately 712
holders of record of Common Stock inclusive of those brokerage
firms and/or clearing houses holding the Company's Common Stock
in street name for their clientele (with each such brokerage
house and/or clearing house being considered as one holder).

     The Company has never paid a dividend on its common stock.
It is the Company's present policy to retain all earnings to
provide funds for the future growth of the Company.

Recent Sales Of Unregistered Securities

     On April 29, 2005, we consummated an Agreement and Plan of
Merger (the "Agreement") with the Selling Shareholders through
which we acquired Simonsen Iron Works.  The terms of the
Agreement provided that the Selling Shareholders exchanged 100%
of the outstanding shares of Simonsen, for cash consideration of
$7,000,000 and $8,000,000 worth of our common stock, which
amounted to 2,179,280 shares, of which 1,203,008 shares were
issued and outstanding at September 30, 2005.  The remaining
common shares of 976,252 were issued on October 7, 2005.


<PAGE>


Issuer Purchases Of Equity Securities

     The Company has not repurchased any shares during the
fiscal year ended September 30, 2005.



Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION

     We intend for this discussion to provide the reader with
information that will assist in understanding our financial
statements, the changes in certain key items in those financial
statements from year to year, and the primary factors that
accounted for those changes, as well as how certain accounting
principles affect our financial statements. The discussion also
provides information about the financial results of the various
segments of our business to provide a better understanding of
how those segments and their results affect the financial
condition and results of operations of the Company as a whole.
To the extent that our analysis contains statements that are not
of a historical nature, these statements are forward-looking
statements, which involve risks and uncertainties.  See "Special
Note Regarding Forward-Looking Statements".  The following
should be read in conjunction with our Consolidated Financial
Statements and the related Notes included elsewhere in this
filing.

Overview

     Cycle Country Accessories Corp. (a Nevada corporation) was
incorporated in the State of Nevada on August 15, 2001 as a C
corporation.  The initial capitalization consisted of 3,625,000
shares of common stock.  On August 21, 2001, we entered into an
agreement to purchase all of the outstanding common stock of
Cycle Country Accessories Corp. (an Iowa corporation) for
$4,500,000 in cash and 1,375,000 shares of our common stock.
Cycle Country Accessories Corp. (an Iowa corporation) was
originally incorporated on August 8, 1983 and is headquartered
in Milford, Iowa.  Since both Companies were under common
control by virtue of majority ownership and common management by
the same three individuals, this transaction was accounted for
in a manner similar to a pooling of interests.  We used the
proceeds from a $4,500,000 term note entered into with a
commercial lender to purchase all of the outstanding common
stock of Cycle Country Accessories Corp. (an Iowa corporation).
Additionally, any proceeds from the sale of stock received from
the exercise of any of the previously issued 2,000,000
outstanding warrants were to be applied to any outstanding
balance on the Note (see Liquidity and Capital Resources).

     On August 21, 2001, Cycle Country Accessories Corp. (an
Iowa corporation) acquired its operating facility, which
consisted of land and building with a fair value of $1,500,000,
from certain stockholders.  The consideration given was


<PAGE>


comprised of $300,000 in cash and 390,000 shares of common stock
of Cycle Country Accessories Corp. (a Nevada corporation).  On
August 14, 2001, Cycle Country Accessories Corp. (an Iowa
corporation) merged with Okoboji Industries Corporation.  Since
both Companies were owned and managed by the same three
individuals, this transaction was also accounted for in a manner
similar to a pooling of interests.

     As a result of the transactions described above, we are
the Successor Company to the business activities of the
aforementioned companies.

     In March of 2002, Jim Danbom, director, identified Perf-
Form Products, Inc. as a potential acquisition. The company was
purchased for $462,100 in cash and 22,500 shares of common
stock for a total purchase price of approximately $528,800.

     In June of 2002, the Company acquired Weekend Warrior. The
purchase was made for 10,000 shares of common stock. The
company's technology and products allow many of the Weekend
Warrior products to be immediately useful in the Lawn and
Garden applications.

     On April 29, 2005, we consummated an Agreement and Plan of
Merger (the "Agreement") with the Selling Shareholders through
which we acquired Simonsen Iron Works.  The terms of the
Agreement provided that the Selling Shareholders exchanged 100%
of the outstanding shares of Simonsen, for cash consideration of
$7,000,000 and $8,000,000 worth of our common stock, which
amounted to 2,179,280 shares, of which 1,203,008 shares were
issued and outstanding at September 30, 2005.  The remaining
common shares of 976,252 were issued on October 7, 2005.

     We are one of the world's largest manufacturers of
accessories for all terrain vehicles ("ATVs").  We manufacture a
complete line of branded products, including snowplow blades,
lawnmowers, spreaders, sprayers, tillage equipment, winch
mounts, utility boxes, baskets and an assortment of other ATV
accessory products.  These products custom fit essentially all
ATV models from Honda, Yamaha, Kawasaki, Suzuki, Polaris, Arctic
Cat and Bombardier.  We design, engineer and assemble all
accessory products at our headquarters and manufacture a large
majority of the original equipment components at our Spencer
facility, which is the site of the former Simonsen Iron Works,
Inc.

     We are recognized as a leader in the manufacturing of high
quality ATV accessory products.  This reputation has enabled us
to develop key, long-term relationships with ATV manufacturers
and distributors.  We sell our products to 9 distributors in the
United States, most of which have sold our products continuously
for the past 24 years.  The distributors call on and sell Cycle
Country products to virtually every ATV dealer in North America.
Similar strategic arrangements have also been developed
internationally.  We currently have 10 international
distributors distributing our products to over 30 countries.


<PAGE>


     The success of Cycle Country can be attributed to not only
providing quality products at reasonable prices, but more
importantly the superior service that follows the sale.  We at
Cycle Country strive to provide products and services, as good
or better, than we expect for ourselves.

     We are also the largest manufacturer of golf car hubcaps
in the world. We estimate that we maintain 70% of the Original
Equipment Manufacturer hubcap business.  We have always sold
directly to golf car manufacturers and we believe that we have
an excellent distribution network that reaches the after market
throughout the United States, Europe and Asia.

     We are entering our third year in the lawn & garden
industry, utilizing some current products as well as creating
new items specifically for that industry.  This segment contains
our Weekend Warrior products which feature pull-behind, 3-point
implements and other products designed and built for garden
tractors and utility vehicles as well as products designed and
built specifically for lawn and garden and utility vehicle
equipment manufacturers for their own private product lines.
Our acquisition three years ago of Weekend Warrior, with its
garden utility attachments, provided us with new products and
new markets within the lawn and garden industry that is allowing
us to continue our growth in this industry.  As growth in the
lawn and garden industry continues this will allow the company
to address the seasonality of our ATV accessory products by
providing sales in quarters traditionally slow in our main ATV
Accessories business segment.


Critical Accounting Policies and Estimates

     The Company's discussion and analysis of its financial
condition and results of operations are based upon its
Consolidated Financial Statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States of America.  The preparation of these financial
statements requires the Company to make estimates and judgments
that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent
assets and liabilities.  On an on-going basis, the Company
evaluates the estimates including those related to bad debts and
inventories.  The Company bases its estimates on historical
experiences and on various other assumptions that are believed
to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other
sources.  Actual results may differ from these estimates.

     The Company believes the following critical accounting
policies affect the more significant judgments and estimates
used in the preparation of the Consolidated Financial
Statements:

Accounts Receivable - Trade credit is generally extended
to customers on a short-term basis.  These receivables do not
bear interest, although a finance charge may be applied to


<PAGE>


balances more than 30 days past due.  Trade accounts receivable
are carried on the books at their estimated collectible value.
Individual trade accounts receivable are periodically evaluated
for collectibility based on past credit history and their
current financial condition.  Trade accounts receivable are
charged against the allowance for doubtful accounts when such
receivables are deemed to be uncollectible.

Allowance for Doubtful Accounts - the Company maintains an
allowance for doubtful accounts for estimated losses resulting
from the inability of its customers to make required payments.
If the financial condition of the Company's customers were to
deteriorate, resulting in an impairment of their ability to make
payments, additional allowance may be required.

Reserve for Inventory - the Company records valuation
reserves on its inventory for estimated excess and obsolete
inventory equal to the difference between the cost of inventory
and the estimated market value based upon assumptions about
future product demand and market conditions.  If future product
demand or market conditions are less favorable than those
projected by management, additional inventory reserves may be
required.

Depreciation of Long-Lived Assets - the Company assigns
useful lives for long-lived assets based on periodic studies of
actual asset lives and the intended use for those assets.  Any
change in those assets lives would be reported in the statement
of operations as soon as any change in estimate is determined.
Goodwill and Other Intangibles - Goodwill represents the
excess of the purchase price over the fair value of the assets
acquired.  The Company accounts for goodwill in accordance with
Statement of Financial Accounting Standard (SFAS) no. 142,

"Goodwill and Other Intangible Assets".  SFAS No. 142 requires
the use of a non-amortization approach to account for purchased
goodwill and certain intangibles.  Under the non-amortization
approach, goodwill and certain intangibles are not amortized
into results of operations, but instead are reviewed for
impairment at least annually and written down and charged to
results of operations in the periods in which the recorded value
is determined to be greater than the fair value.  The Company
has reviewed the goodwill recorded at September 30, 2005 and
found no impairment.

Accrued Warranty Costs  - the Company records a liability
for the expected cost of warranty-related claims as its products
are sold.  The Company provides a one-year warranty on all of
its products except the snowplow blade, which has a limited
lifetime warranty.  The amount of the warranty liability accrued
reflects the Company's estimate of the expected future costs of
honoring its obligations under the warranty plan.  The estimate
is based on historical experiences and known current events.  If
future estimates of expected costs were to be less favorable, an
increase in the amount of the warranty liability accrued may be
required.

Distributor Rebate Payable - the Company records a
liability for the expected cost of offering an annual rebate
program to certain eligible distributors.  The rebate liability
is calculated and recognized as eligible ATV accessory products
are sold based upon factors surrounding the activity and prior
experience of the eligible distributors.  The Program provides


<PAGE>


for a 7% rebate on purchases of certain eligible products during
the Program period if certain pre-determined cumulative purchase
levels are obtained.  The Program rebate is provided to the
applicable distributors as a credit against future purchases of
the Company's products.

Accounting for Income Taxes - the Company is required to
estimate income taxes in each of the jurisdictions in which it
operates.  This process involves estimating actual current tax
exposure for the Company together with assessing temporary
differences resulting from differing treatment of items, such as
property, plant and equipment depreciation, for tax and
accounting purposes.  Actual income taxes could vary from these
estimates due to future changes in income tax law or results
from final tax exam reviews.  At September 30, 2005, the Company
assessed the need for a valuation allowance on its deferred tax
assets.  A valuation allowance is provided when it is more
likely than not that some portion or all of the deferred tax
assets will not be realized.  Based upon the historical
operating profits and the near certainty regarding sufficient
near term taxable income, management believes that there is no
need to establish a valuation allowance.  Should the Company
determine that it would not be able to realize all or part of
its net deferred tax assets in the future, a valuation allowance
may be required.

Results of Operations - Year ended September 30, 2005 vs Year
ended September 30, 2004

OVERALL.

<TABLE>
<CAPTION>


                   Fiscal Year 2005     Fiscal Year 2004     Increase       Increase
                                                           (Decrease) $    (Decrease) %

<S>                  <C>                <C>               <C>             <C>
Revenue              $17,181,463        $20,665,674       $ (3,484,211)   (16.9%)
Cost of goods sold   $11,847,409        $15,352,494       $ (3,505,084)   (22.8%)
Gross profit         $ 5,334,054        $ 5,313,180       $     20,874      0.4%
Gross profit %            31.0%              25.7%                          5.3%


</TABLE>


     The decrease in revenues for the twelve months ended September
30, 2005 was mainly attributable to an 18% decrease in sales for
our ATV accessories business segment, a 2% increase in sales for
our Lawn and Garden business segment, and a 15% decrease in
sales for our Wheel Cover business segment, as compared to the
twelve months ended September 30, 2004.  The increase in gross
profit as a percentage of revenue was mainly attributable to two
factors: a) management implementing price increases on products,
that due to increased raw material or other input costs, had
fallen below standard gross profit levels and b) reduction in
material costs as a direct benefit of the acquisition and merger
of our largest supplier, Simonsen Iron Works, during the late
third and fourth quarters.  The decrease in revenues can be
attributed to a shorter and milder winter season during the
early part of this fiscal year.  In fiscal 2005, Management
elected to increase inventory levels and improve on-time
deliveries to eliminate the potential for a large backlog of
orders as occurred during fiscal 2004.  The build up of


<PAGE>

inventory also allowed us to level out production runs to avoid
costly overtime labor.  Looking ahead to Fiscal 2006 we project
strong overall growth in revenues and gross profits for the
company as new market opportunities and growth in current
markets create a projected 30-35% growth for revenues and gross
profits grow to an estimated 48-50% of revenue as the cost
benefits and production synergies from our merger are fully
realized over the full twelve months.


<TABLE>
<CAPTION>


                   Fiscal Year 2005     Fiscal Year 2004     Increase       Increase
                                                           (Decrease) $    (Decrease) %

<S>                  <C>                <C>               <C>             <C>
Selling, general
and administrative
expenses              $3,920,370         $2,985,598        $  934,772       31.3%


</TABLE>

     As a percentage of revenue, selling, general, and administrative
expenses were 23% for the fiscal year ended September 30, 2005
compared to 14% for the fiscal year ended September 30, 2004.
The significant changes in operating expenses for the twelve
months ended September 30, 2005 as compared to the twelve months
ended September 30, 2004 were: employee wage expense increased
approximately $260,600, or 37%, insurance expense increased
approximately $115,400, or 61%, professional fees increased
approximately $153,600, or 41%, depreciation and amortization
increased approximately $200,000, or 122%, commission expense
increased approximately $51,600, or 63%, payroll taxes increased
approximately $67,200, or 118%, and employee health insurance
expense increased approximately $76,600, or 141%.  Employee wage
expense, employee benefit expenses, payroll taxes, insurance and
other certain expense increases were mainly attributable to the
merger with Simonsen Iron Works, our largest supplier, which
occurred during the third quarter of fiscal 2005.  Professional
fees include costs associated with the merger of approximately
$72,000, consulting fees related to cost savings initiatives and
projects of approximately $43,400 and also contains services
provided by an investor relations firm through the first two
quarters of fiscal 2005 to promote and market the Company to
potential brokers and investors of approximately $269,000 for
the twelve months ended September 30, 2005.

     Non-operating income (expense) increased $60,255, or 40%, to
$(91,383) for the year ended September 30, 2005, from $(151,638)
for fiscal 2004.  The increase is due to an increase in other
income and gains on sale of equipment of approximately $73,600.

BUSINESS SEGMENTS  As more fully described in Note 15 to the
Consolidated Financial Statements, the Company operates three
reportable business segments:  ATV Accessories, Plastic Wheel
Covers, and Lawn and Garden.  ATV accessories is vertically
integrated and utilizes a two-step distribution method, we are
vertically integrated in our Plastic Wheel Cover segment and
utilize both direct and two-step distribution methods, and we
utilize a single-step distribution method for our Lawn and
Garden segment.


<PAGE>


ATV ACCESSORIES



<TABLE>
<CAPTION>


                   Fiscal Year 2005     Fiscal Year 2004     Increase       Increase
                                                           (Decrease) $    (Decrease) %

<S>                  <C>                <C>               <C>             <C>

Revenue                $15,670,251       $19,076,096        $ (3,405,845)    (17.9%)
Cost of goods sold     $ 9,441,589       $13,251,822        $ (3,810,233)    (28.8%)
Gross profit           $ 6,228,662       $ 5,824,274        $    404,388       6.9%
Gross profit %              39.8%             30.5%                            9.3%

</TABLE>

     The decrease in revenues was mainly attributable to a decrease
in sales of our Snowplow Blades of approximately $3,029,300, or
24%, mowers of approximately $266,700, or 33%, OEM products of
approximately $818,900, or 30%, and our sprayers of
approximately $84,800, or 29%.  Offsetting these decreases were
new contract manufacturing services revenues of approximately
$719,900 generated by our new Spencer facility (Simonsen Iron
Works) since the merger.  The decrease in revenues can be
attributed to a shorter and milder winter season during the
early part of this fiscal year.  In fiscal 2005, Management
elected to increase inventory levels and improve on-time
deliveries to eliminate the potential for a large backlog of
orders as occurred during fiscal 2004.  The build up of
inventory also allowed us to level out production runs to avoid
costly overtime labor.

     The increase in gross profit as a percentage of revenue was
mainly attributable to management implementing price increases
on products, that due to increased raw material or other input
costs, had fallen below standard gross profit levels.  In
addition, the acquisition and merger of Simonsen Iron Works
Inc., our major supplier, provided additional profits and cost
reductions that also strengthened our results.  Steel prices
stabilized in 2005 and are expected to remain stable during
2006.  Should any volatile price swings occur within the steel
market, management believes that any additional cost could be
passed on to our customers with minimal to no impact on sales.
Looking ahead to Fiscal 2006 we project a slight growth in
revenues but a strong increase in gross profits for our ATV
Accessories as gross profits grow to an estimated 48-50% of
revenue as the cost benefits and production synergies from our
merger are fully realized over the full twelve months within
this business segment.

PLASTIC WHEEL COVERS



<TABLE>
<CAPTION>


                   Fiscal Year 2005     Fiscal Year 2004     Increase       Increase
                                                           (Decrease) $    (Decrease) %

<S>                  <C>                <C>               <C>             <C>

Revenue              $  1,461,196         $  1,717,830     $  (256,634)     (14.9%)
Cost of goods sold   $    844,957         $    828,113     $    16,844        2.0%
Gross profit         $    616,239         $    889,717     $  (273,478)     (30.7%)
Gross profit %             42.2%                51.8%                        (9.6%)


</TABLE>


<PAGE>


     The decrease in revenues was due to a golf car OEM customer
designing a different wheel not needing a wheel cover to supply
its newest golf car line.  The decrease in gross profit during
the fiscal year ended September 30, 2005 as compared to the
fiscal year ended September 30, 2004 was attributable to
increased material costs.  Increased material costs included raw
plastic, which increased over 50% from last year to this year,
and an increase in the amount of clear coat compound applied to
each wheel to meet higher durability standards set by
management.  Going forward we will continue to evaluate our
processes, costs and product pricing to maintain or improve our
profit while remaining the dominant company in the markets we
sell.

     Looking ahead to Fiscal 2006 we project a strong growth in
revenues for our Plastic Wheel Cover segment in the 32-37% range
as we are actively pursuing the development of new designs in
wheel covers and a new wheel insert to complement our popular
Sport Edition wheel cover and our Turbine wheel cover to
rejuvenate the market with new choices and stimulate growth.  In
addition, Management is working to expand the application and
use of its wheel covers beyond the golf markets by working with
various OEM's in varying markets to fill a specialized need.  We
are also evaluating new market channels to sell our trailer
wheel covers, as we believe this product holds the promise for
additional growth for our Plastic Wheel Cover segment.

LAWN AND GARDEN



<TABLE>
<CAPTION>


                   Fiscal Year 2005     Fiscal Year 2004     Increase       Increase
                                                           (Decrease) $    (Decrease) %

<S>                  <C>                <C>               <C>             <C>

Revenue              $    340,363        $   333,578       $   6,785         2.0%
Cost of goods sold   $    195,885        $   204,331       $  (8,446)       (4.1%)
Gross profit         $    144,478        $   129,247       $  15,231        11.8%
Gross profit %             42.5%              38.8%                          3.7%

</TABLE>

     This segment contains our Weekend Warrior products, which
feature pull-behind, 3-point implements, bed lifts, gun and tool
racks, soft goods, and other products, designed and built for
garden tractors and utility vehicles (UTVs).  As growth in this
industry continues this will allow the company to address the
seasonality of our ATV accessory products by providing sales in
quarters traditionally slow in our main ATV Accessories business
segment.  The slight increase in revenues for fiscal 2005 is
attributable to increased sales to direct-retail customers of
our Weekend Warrior products.  The improvement in gross profit
is due to slightly better margins in the direct-retail items as
well as being due to the material cost reductions realized since
the merger.

     Looking ahead to Fiscal 2006 we project very strong growth in
revenues and gross profits for our Lawn and Garden segment as
new market opportunities materialize and growth in current
markets create a projected 1,270% increase in revenues.  This
segment's astounding growth will be the result of our Weekend
Warrior and OEM private label products expanding into new
national and regional direct-retail outlets and dealerships.
Gross profits will grow as well as many of the products will
realize material cost reductions as a result of our acquisition
and merger of Simonsen Iron Works, Inc.


<PAGE>


GEOGRAPHIC REVENUE

<TABLE>
<CAPTION>


Country             Fiscal Year 2005     Fiscal Year 2004     Increase       Increase
                                                             (Decrease) $    (Decrease) %

<S>                  <C>                <C>                  <C>               <C>
United States of
America               $15,104,917        $19,035,139          $ (3,930,222)     (20.6%)

All Other
Countries             $ 2,076,546        $ 1,630,535          $    446,011       27.4%

</TABLE>



     The increase during the year ended September 30, 2005 in other
countries was due to an increase of sales in Europe.  According
to industry analysts, Europe has been experiencing strong growth
in ATV unit sales the last couple years and analysts predict 10%
growth for next year.  The decrease during the year ended
September 30, 2005 in the Unites States of America was due to
reduced sales across all regions serviced by our domestic
distributors and OEM customers caused by the shorter and milder
winter and improvements in order fulfillment.

Results of Operations - Year ended September 30, 2004 vs Year
ended September 30, 2003

     OVERALL.  Revenues for the year ended September 30, 2004
increased $6,773,681, or 48.8%, to $20,665,674 from $13,891,993
for the year ended September 30, 2003.  Cost of goods sold
increased $4,713,968, or 44.3%, to $15,352,494 for the year
ended September 30, 2004 from $10,638,526 for fiscal 2003.
Additionally, gross profit as a percentage of revenue was 25.7%
for the year ended September 30, 2004 compared to 23.4% for
fiscal 2003.  The increase in revenues for fiscal year 2004 is
attributable to a 57% increase in sales for our ATV Accessories
business segment and a 33% increase in sales for our Lawn and
Garden business segment, as compared to fiscal 2003.  Our Wheel
Cover business segment had a 7% decrease in sales for fiscal
2004 as compared to fiscal 2003.  Gross Profit increased
$2,059,713, or 63.3%, to $5,313,180 for the year ended September
30, 2004 from $3,253,467 for the year ended September 30, 2003.
The increase in gross profit for fiscal 2004 is attributable to
our cost containment and reduction efforts, gains in direct
labor efficiency, and price increases on products that, due to
increased raw material or other input costs, had fallen below
our standard gross profit level for that product.

     Selling, general and administrative expenses increased $222,972,
or 8.1%, to $2,985,598 for the year ended September 30, 2004
from $2,762,626 for the year ended September 30, 2003.  As a
percentage of revenue, selling, general and administrative
expenses were 14.1% for fiscal 2004 compared to 19.9% for fiscal
2003.  The decrease in expenses as a percentage of revenue for
fiscal 2004 is due to our continued efforts to monitor and
reduce expenses where possible.  The significant changes in
selling, general and administrative expenses for fiscal 2004 as
compared to fiscal 2003 were as follows; professional fees
increased approximately $208,000, or 124%, insurance costs
increased approximately $48,000, or 34%, advertising costs
decreased $48,000, or 11%, fuel costs increased approximately


<PAGE>


$45,000, or 53%, repairs and maintenance increased approximately
$33,000, or 61%, and retirement plan contribution expense
increased approximately $35,000 from zero in the previous year.
Professional fees include costs associated with services being
provided by an investor relations firm to promote and market the
Company to potential brokers and investors during fiscal 2004 of
approximately $298,000.

     Non-operating income (expense) increased $17,070, or 10.1%, to
$(151,638) for the year ended September 30, 2004, from
$(168,708) for fiscal 2003.  The increase is due to an increase
of approximately $15,500 of interest income.

BUSINESS SEGMENTS  As more fully described in Note 15 to the
Consolidated Financial Statements, the Company operates three
reportable business segments:  ATV Accessories, Plastic Wheel
Covers, and Lawn and Garden.  The gross margins are vastly
different in our three reportable business segments due to the
fact that we assemble our ATV Accessories (i.e. we outsource the
ironworks to our main product supplier), we are vertically
integrated in our Plastic Wheel Cover segment, and we utilize a
single-step distribution method for our Lawn and Garden segment.

ATV ACCESSORIES  Revenues for the year ended September 30, 2004
increased $6,964,029, or 57.5%, to $19,076,096 from $12,112,067
for the year ended September 30, 2003.  The increase is mainly
attributable to substantial increases in our core products and
Original Equipment Manufacturer (OEM) products.  In fiscal 2004
Snowplow Blade sales were continuous throughout the year with
every quarter experiencing record sales levels. Snowplow Blade
sales increased 66% over fiscal 2003 sales.  Mower sales also
increased significantly in fiscal 2004, resulting in a 46%
increase over mower sales for fiscal 2003.  We estimate that our
substantial increase in ATV Accessory sales is the result of two
factors; first, we believe the market for ATV Accessories has
grown significantly in fiscal 2004, and secondly, we believe we
have significantly increased our market share in the ATV
Accessories industry in fiscal 2004 as a direct result of our
efforts to re-establish ourselves as the true leader in the
industry.  Product sales to current OEM customers, such as John
Deere and Land Pride, also saw vigorous growth in fiscal 2004
and several products for new OEM customers were added in fiscal
2004 as well.  We intend to continue expanding our associations
with John Deere and Land Pride in the future as well as to seek
new opportunities with other similar OEM's.  The products within
this segment with significant changes for fiscal 2004 as
compared to fiscal 2003 were as follows; Snowplow Blade sales
increased approximately $5,038,000, or 66%, OEM product sales
increased approximately $1,580,000, or 138%, mower sales
increased approximately $256,000, or 46%, Electric Blade Lift
sales increased approximately $178,000, or 58%, and winch and
winch mount sales increased approximately $112,000, or 16%.

     Cost of goods sold increased $4,539,860, or 52.1%, to
$13,251,822 for the year ended September 30, 2004 from
$8,711,962 for fiscal 2003.  Gross profit as a percent of
revenues was 30.5% for fiscal 2004 compared to 28.1% for fiscal
2003.  The increase in gross profit for the year ended September
30, 2004 as compared to the year ended September 30, 2003 is
primarily due to planned pricing increases, cost containment and


<PAGE>


reduction efforts, and gains in direct labor efficiency.  These
efforts will continue into fiscal 2005 as we continuously strive
to strengthen our gross profit margins for all of our products.
Some of the products within this segment with improvements in
gross profit for fiscal 2004 as compared to fiscal 2003 were as
follows; Snowplow Blades, mowers, sprayers, spreaders, trailers,
gun racks, and OEM products.

PLASTIC WHEEL COVERS  Revenues for the year ended September 30,
2004 decreased $131,561, or 7.1%, to $1,717,830 from $1,849,391
for the year ended September 30, 2003.  The decrease in revenues
is due to a golf car OEM customer designing a different wheel
not needing a wheel cover to supply its newest golf car line.
Otherwise, the market was relatively steady from fiscal 2003 to
fiscal 2004.  Given that the golf car wheel cover market appears
to be at a plateau, we are actively pursuing the development of
new designs in wheel covers and a new wheel insert to complement
our popular Sport Edition wheel cover and our Turbine wheel
cover to rejuvenate the market with new choices and stimulate
growth.  Management is working to expand the application and use
of its wheel covers beyond the golf markets by working with
various OEM's in varying markets to fill a specialized need.  We
are also evaluating new market channels to sell our trailer
wheel covers, as we believe this product holds the promise for
additional growth for our Plastic Wheel Cover segment.

     Cost of goods sold increased $27,202, or 3.4%, to $828,113 for
the year ended September 30, 2004 from $800,911 for fiscal 2003.
Gross profit as a percent of revenue was 51.8% for the year
ended September 30, 2004 compared to 56.7% for the corresponding
period in fiscal 2003.  The decrease in gross profit for the
year ended September 30, 2004 was attributable to two main
factors, increased material costs and an increase in direct
labor.  Increased material costs included raw plastic, which
increased over 6% from last year to this year, and an increase
in the amount of clear coat compound applied to each wheel to
meet higher durability standards set by management.  The
increase in direct labor costs was due to management expanding
personnel on second shift and hiring an experienced plastics
manager late in fiscal 2003 to increase production efficiency,
improve product quality, and assist with the expansion of this
business segment into new markets.  Going forward we will
continue to evaluate our processes, costs and product pricing to
maintain or improve our profit while remaining the dominant
company in the markets we sell.  To that end, we have recently
completed two projects that will increase profit for this
segment, a new, more cost-effective source of clear coat
compound and doing our own in-house metalizing process instead
of outsourcing it.

LAWN AND GARDEN  This business segment was created by management
to monitor and manage the expansion of our products into the
lawn and garden industry during the second quarter of fiscal
2003.  This segment contains our Weekend Warrior products which
feature pull-behind and 3-point implements designed and built
for garden tractors and ATVs.  As growth in the lawn and garden
industry continues this will allow the company to address the
seasonality of our ATV accessory products by providing sales in
quarters traditionally slow in our main ATV Accessories business
segment.  Revenues for the year ended September 30, 2004
increased $82,002, or 32.6%, to $333,578 from $251,576 for the


<PAGE>



year ended September 30, 2003.  The growth is attributable to
increased sales to our direct-retail customers.  Cost of goods
sold for the year ended September 30, 2004 increased $51,961, or
34.1%, to $204,331 from $152,370 for the year ended September
30, 2003.  Gross profit as a percent of revenue was 38.8% for
the year ended September 30, 2004 compared to 39.4% for the year
ended September 30, 2003.  The gross profit for fiscal 2004 was
what management budgeted.  The decrease in gross profit
percentage from fiscal 2003 to fiscal 2004 is due to product
improvements for quality and durability, which are vital
attributes to establish within this industry to continue our
growth initiatives.

GEOGRAPHIC REVENUE



<TABLE>
<CAPTION>


Country            Fiscal Year 2005     Fiscal Year 2004     Increase       Increase
                                                           (Decrease) $    (Decrease) %

<S>                  <C>                <C>               <C>             <C>
United States of
America               $19,035,139        $12,721,018       $  6,314,121     49.6%

All Other
Countries             $ 1,630,535        $ 1,170,975       $    459,560     39.2%


</TABLE>


     The increase during the year ended September 30, 2004 in U.S.
revenue is due to a general increase across all regions
previously serviced in the United States of America.  The
increase during the year ended September 30, 2004 in revenue
from other countries is due to an increase of sales in Europe
and Canada. As discussed above, increased sales of our core
products and growth in the market for those products are the
main factors generating these revenue increases in the U.S. as
well as in the other countries we do business in.

Liquidity and Capital Resources

Overview

     Cash flows provided by built-up cash balances provided us
with a significant source of liquidity in fiscal 2005.  Cash
flows provided by operating activities of continuing operations
in fiscal 2005 decreased as cash was used to build up inventory
levels to meet on-time delivery schedules for our distributors
throughout the year, which in turn caused cash to be used to pay
the additional trade payables incurred during fiscal 2005.
Based on Management's projections for fiscal 2006, cash flows
provided by operating activities of continuing operations will
provide us with a significant source of liquidity in fiscal
2006.

     Cash and cash equivalents were $1,225,768 at September 30,
2005 compared to $2,594,471 as of September 30, 2004.  Until
required for operations, our policy is to invest any excess cash
reserves in bank deposits, money market funds, and certificates
of deposit.

     In fiscal 2005 we made approximately $523,200 in capital
expenditures, received approximately $90,800 from the sale of



<PAGE>


capital equipment, paid approximately $201,500 of long-term
debt, received $467,000 from the exercise of warrants to
purchase common shares of the Company, and completed the
acquisition and merger of Simonsen Iron Works Inc., our largest
supplier, for $15,000,000 (see below).

Working Capital

     Net working capital was $6,872,671 at September 30, 2005
compared to $4,827,339 at September 30, 2004.  The change in
working capital is primarily due to the following:


<TABLE>
<CAPTION>

                         Balance               Balance           Increase/     Percent
                    September 30, 2005    September 30, 2004    (Decrease)      Change
<S>                   <C>                   <C>                <C>           <C>
Cash and
cash equivalents       $  1,225,768          $  2,594,471       $(1,368,703)    (52.8%)

Accounts
receivable                1,925,952             1,237,582           688,370      55.6%

Inventories               4,991,796             3,481,051         1,510,745      43.4%

Income
taxes
receivable                  167,576                 -               167,576     100%

Prepaid
expenses                    122,942               278,208          (155,266)    (55.8%)

Accounts
payable                     427,226             1,485,522        (1,058,296)    (71.2%)

Accrued
expenses                    775,365               729,877            45,488       6.2%

Income
taxes payable                 -                   624,259          (624,259)   (100.0%)

Current portion of
bank notes payable          465,654                 -               465,654     100.0%



</TABLE>

Contractual Obligations and Other Commercial Commitments

     The following table sets forth information concerning our
obligations and commitments to make contractual future payments,
such as debt agreements, purchase obligations and contingent
commitments.



<TABLE>
<CAPTION>

                         Payments Due During Fiscal Years Ending September 30,

                        Total         2006      2007-2008     2009-2010   Thereafter

<S>                     <C>          <C>       <C>            <C>         <C>

Contractual
Obligations:

 Long term debt
  obligations         $6,798,545    $941,796    $1,883,592   $1,883,592   $2,089,565

Unrecorded
Contractual
Obligations:

  Purchase
obligations           $   27,021    $ 27,021        -             -            -


</TABLE>



     The long term debt obligations consist of two bank notes
payable, each with a different length of term, which is
discussed in more detail below.  The amounts included in the
table represent both principal and interest based on current
bank amortization schedules.

     Purchase obligations include all legally binding contracts
such as firm commitments for inventory purchases, as well as
capital expenditures, and legally binding service contracts.
Purchase orders for inventory and other services are not


<PAGE>


included in the table above. Purchase orders represent
authorizations to purchase rather than binding agreements. For
the purposes of this table, contractual obligations for purchase
of goods or services are defined as agreements that are
enforceable and legally binding and that specify all significant
terms, including: fixed or minimum quantities to be purchased;
fixed, minimum or variable price provisions; and the approximate
timing of the transaction. Our purchase orders are based on our
current inventory needs and are fulfilled by our suppliers
within short time periods.

     The expected timing for payment of the obligations
discussed above is estimated based on current information.
Timing of payments and actual amounts paid may be different
depending on the timing of receipt of goods or services or
changes to agreed-upon amounts for some obligations.

Long-Term Debt

     On June 25, 2003, the Company and its commercial lender
amended the original secured credit agreement dated August 21,
2001.  Under the terms of the amended secured credit agreement,
the Company entered into a note payable for $1,500,000 ("Note
One") and a second note payable for $2,250,000 ("Note Two") with
the commercial lender, replacing the single, original note
entered into under the original secured credit agreement.  The
Notes were collateralized by all of the Company's assets, were
payable in monthly installments from July 2003 until June 2018
for Note One and until June 2008 for Note Two, which include
principal and interest at prime + 0.25% (4.5% at June 30, 2004,
paid-in-full date) for Note One and principal and interest at
prime + 0.625% (4.625% at June 30, 2004, paid-in-full date) for
Note Two, with a final payment upon maturity on June 25, 2018
for Note One and June 25, 2008 for Note Two.  The variable
interest rate could never exceed 9.5% or be lower than 4.5% for
Note One and could never exceed 8.5% or be lower than 4.5% for
Note Two.  The monthly payment was $11,473 and $42,324 for Note
One and Note Two, respectively, and was applied to interest
first based on the interest rate in effect, with the balance
applied to principal.  The interest rate was adjusted daily.
Additionally, any proceeds from the sale of stock received from
the exercise of warrants were applied to any outstanding balance
on the Notes or the Line of Credit described below.  At
September 30, 2005 and 2004, there were no balances owed for
Note One and Note Two, respectively, as the debts were retired
in full at June 30, 2004.

     On April 29, 2005, the Company and its commercial lender
amended the original secured credit agreement dated August 21,
2001.  Under the terms of the amended secured credit agreement,
the Company entered into a note payable for $4,000,000 ("Note
One") and a second note payable for $3,000,000 ("Note Two") with
the commercial lender.  The Notes are collateralized by all of
the Company's assets, are payable in monthly installments from
May 2005 until April 2020 for Note One and until April 2012 for
Note Two, which include principal and interest at prime + 0.50%
(7.25% at September 30, 2005) for Note One and principal and
interest at prime + 0.50% (7.25% at September 30, 2005) for Note
Two, with a final payment upon maturity on April 25, 2020 for
Note One and April 25, 2012 for Note Two.  The variable interest
rate can never exceed 9.0% or be lower than 5.0% for Note One


<PAGE>


and for Note Two, respectively.  The monthly payment is $34,297
and $44,186 for Note One and Note Two, respectively, and is
applied to interest first based on the interest rate in effect,
with the balance applied to principal.  The interest rate is
adjusted daily.  At September 30, 2005, $3,938,253 and
$2,860,292 for Note One and Note Two, respectively, were
outstanding on the Notes.  Additionally, any proceeds from the
sale of stock received from the exercise of warrants are to be
applied to any outstanding balance on the Notes or the Line of
Credit described below.  At September 30, 2004, no balances
existed for Note One and Note Two, respectively, as these are
new Notes created on April 29, 2005.

Line of Credit

     On January 1, 2005, the Company and its commercial lender
amended the original secured credit agreement dated August 21,
2001.  Under the terms of the amended secured credit agreement,
the Company has a Line of Credit for the lesser of $1,000,000 or
80% of eligible accounts receivable and 35% of eligible
inventory.  The Line of Credit bears interest at prime plus
0.75% (7.75% at September 30, 2005) and is collateralized by all
of the Company's assets.  The variable interest rate can never
exceed 10% or be lower than 5.25%.  The Line of Credit matures
on December 31, 2006.  At September 30, 2005 and 2004, there was
no balance outstanding on the Line of Credit.

     The secured credit agreement contains conditions and
covenants that prevent or restrict the Company from engaging in
certain transactions without the consent of the commercial
lender and require the Company to maintain certain financial
ratios, including term debt coverage and maximum leverage.  In
addition, the Company is required to maintain a minimum working
capital and shall not declare or pay any dividends or any other
distributions.  At September 30, 2005, the Company met all of
the required financial ratios. At September 30, 2004, the
Company was not required to meet any of the required financial
ratios as no balances existed on any Notes.

Warrants

     The Company previously issued 2,040,000 warrants to
purchase one share of the Company's common stock per warrant at
$4.00 per share.  All but 40,000 of the unexercised warrants
expired August 21, 2005, and the remaining 40,000 warrants will
not expire until June 9, 2010.  As of September 30, 2005, the
Company has received, in total, $2,167,000 from the exercise of
541,750 warrants.  During the twelve months ended September 30,
2005, the Company received $467,000 from the exercise of 116,750
warrants.  The proceeds were applied to the outstanding balance
on the Notes created June 25, 2003 as stipulated in the secured
credit agreement with the commercial lender prior to the Notes
being paid in full on June 30, 2004.  After June 30, 2004 and
prior to the new Notes created April 29, 2005, the proceeds from
any exercise of warrants were available to the Company for
general corporate purposes.

Capital Resources

     Consistent with normal practice, management believes that
the Company's operations are not expected to require significant
capital expenditures during fiscal year 2006.  Management


<PAGE>


believes that existing cash balances, cash flow to be generated
from operating activities and available borrowing capacity under
its line of credit agreement will be sufficient to fund
operations, and capital expenditure requirements for at least
the next twelve months.  At this time management is not aware of
any factors that would have a materially adverse impact on cash
flow during this period.

Acquisition

     After initially reaching an agreement in principle to
purchase our largest supplier on February 17, 2005, a definitive
agreement was signed April 12, 2005 to purchase all of the
assets of that supplier.  The transaction closed on April 29,
2005. The final consideration that was agreed upon consists of
$7 million in cash and $8 million in shares of the Company's
common stock. The structuring of this transaction includes new
long-term financing from the Company's commercial lender
(discussed earlier).  Management projects that the benefits of
additional profits and cost reductions realized by combining
operations will provide significant increases to the company's
revenues, gross profits, and return on investment for
shareholders in the years ahead and some of those benefits
materialized in the latter part of the third quarter and fourth
quarter of fiscal 2005.

     Special Note Regarding Forward-Looking Statements

     The Private Securities Litigation Reform Act of 1995 (the
"Reform Act") provides a safe harbor for forward-looking
statements made by or on behalf of the Company.  The Company and
its representatives may, from time to time, make written or
verbal forward-looking statements, including statements
contained in the Company's filings with the Securities and
Exchange Commission and in its reports to stockholders.
Generally, the inclusion of the words "believe", "expect",
"intend", "estimate", "anticipate", "will", and similar
expressions identify statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934 and that are intended to come within the safe harbor
protection provided by those sections.

     All statements addressing operating performance, events, or
developments that the Company expects or anticipates will occur
in the future, including statements relating to sales growth,
earnings or earnings per share growth, and market share, as well
as statements expressing optimism or pessimism about future
operating results (in particular, statements under Part II, Item
6, Management's Discussion and Analysis of Financial Condition
and Results of Operations), contain forward-looking statements
within the meaning of the Reform Act.  The forward-looking
statements are and will be based upon management's then-current
views and assumptions regarding future events and operating
performance, and are applicable only as of the dates of such
statements but there can be no assurance that the statement of
expectation or belief will result or be achieved or
accomplished.  In addition, the Company undertakes no obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.


<PAGE>


     By their nature, all forward-looking statements involve risk and
uncertainties.  Actual results may differ materially from those
contemplated by the forward-looking statements for a number of
reasons, including but not limited: competitive prices pressures
at both the wholesale and retail levels, changes in market
demand, changing interest rates, adverse weather conditions that
reduce sales at distributors, the risk of assembly and
manufacturing plant shutdowns due to storms or other factors,
the impact of marketing and cost-management programs, and
general economic, financial and business conditions.


Recent Accounting Pronouncements

     Not applicable.


Item 7.  FINANCIAL STATEMENTS

     The Financial Statements are included with this report
commencing on
page F-1.


<PAGE>

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

(a) Dismissal of Independent Accountant.

     (i) On January 16, 2004, the Board of Directors of Cycle Country
Accessories Corp. (the "Company") unanimously dismissed Tedder,
James, Worden & Associates, P.A. ("Tedder") as the Company's independent
accountant.

     (ii) The reports of Tedder regarding the Company's financial
statements for the fiscal years ended September 30, 2003, 2002 and 2001
did not contain any adverse opinion or disclaimer of opinion and were not
modified as to uncertainty, audit scope or accounting principles.

      (iii) In connection with Tedder's audits of the Company for the
fiscal years ended September 30, 2003, 2002 and 2001, and during the period
from September 20, 2003 through January 19, 2004 there were no disagreements
with Tedder on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure that, if not resolved
to the satisfaction of Tedder, would have caused it to make reference thereto
in its reports regarding the Company's financial statements for such years.

     (iv) The Company has requested that Tedder furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements and, if it does not agree, the respects in which it
does not agree. A copy of such letter, dated January 23, 2004, is filed as
Exhibit 16 to this Form 10-KSB.

(b) Engagement of Independent Accountant.

     (i) On January 16, 2004, the Board of Directors of the Company
engaged Henjes, Conner, Williams, and Grimsley, L.L.P ("Henjes") as its
independent accountant.

     (ii) During the fiscal years ended September 30, 2003, 2002 and 2001,
and during the subsequent interim period prior to such engagement, the Company
did not consult Henjes regarding the application of accounting principles to a
specific completed or contemplated transaction or regarding the type of audit
opinion that might be rendered by Henjes on the Company's financial
statements, and Henjes did not provide any written or oral advice that was an
important factor considered by the Company in reaching a decision as to any
such accounting, auditing or financial reporting issue.


<PAGE>


(c) Changes In Registrant's Certifying Accountant.

     (i) The Registrant's certifying accountant, Henjes, Conner, Williams &
Grimsley, L.L.P ("HenjesL.L.P.") applied to, and received approval from, the
Securities and Exchange Commission to change its entity
from a limited liability partnership to a professional
corporation electing to be taxed as a Subchapter S
corporation.  Simultaneous with this change Henjes L.L.P.
also applied to and received approval from the SEC to
change its name to Henjes, Conner & Williams, P.C.
("Henjes P.C.").  These changes were deemed effective on
November 1, 2005.

     (ii) As a result of the above change, on November
1, 2005, the Board of Directors of the Company engaged
Henjes, P.C. as its independent accountant.

Item 8A.  CONTROLS AND PROCEDURES

     The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed
in the Company's Securities Exchange Act reports is recorded,
processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's
management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.  In designing and evaluating the
disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

     During the 90 day period prior to the date of this report, an
evaluation was performed under the supervision and with the
participation of our Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures.  Based upon that evaluation,
the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures
were effective.  Subsequent to the date of this evaluation,
there have been no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls, and no corrective actions taken with regard to
significant deficiencies or material weaknesses in such
controls.

Item 8B.  OTHER INFORMATION

     None.


<PAGE>


PART III.

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

Directors and Executive Officers

Our directors, executive officers and key employees are as
follows:


                                                            Current
                                                            Position
                                                            Held
Name                Age          Position                   Since
---------------------------------------------------------------------
F.L. Miller         65           Director                   2001
Jim Danbom          62           Director                   2001
L.G. Hancher Jr.    52           Director                   2001
Rod Simonson        50           Director                   2001
Ron Hickman         55           Chief Executive Officer,
                                  President and Director    2001
David Davis         40           Chief Financial Officer
                                  and Vice President of
                                  Finance                   2001
Marie Matthiesen    43           Vice President of
                                  Manufacturing             2001
Bradley Danbom      29           Vice President of Sales
                                  and Marketing             2004
Alan Bailey         48           Senior Vice President
                                  and Director              2005
John Gault          63           Director                   2005
Lisa Bailey         46           Senior Vice President      2005

F.L. "Skip" Miller was President of Armstrong Wheels from 1970
until 1998. Then in 1998 from his Chief Executive Officer
position, Mr. Miller consummated the company's highly lucrative
buy-out from the international conglomerate GKN Wheels. The
selling of Armstrong Wheels for an impressive premium price was
largely based on his ability to build the company with
consistent double-digit annual growth. In 1998 Mr. Miller
purchased AERO Race Wheels, Inc., which started as a division of
Armstrong Wheels in 1997.  AERO Race Wheels today has become the
largest manufacturer of steel racing wheels in the United States
under his leadership.  Mr. Miller participates on the Audit and
Operations committees of the board.  Mr. Miller is currently
serving a three-year term, which will end in 2006.

Jim Danbom was our founder and served as our president from 1981
to 2001.  Mr. Danbom will lead the Operations and Planning
committees of the board. He has successfully created numerous
businesses in his 27 year career. Having successfully created
our products at Cycle Country, Mr. Danbom will now focus on
acquisitions and new product development while serving on the
Operations and Planning committees. Mr. Danbom is currently
serving a three-year term, which will end in 2006.  Jim Danbom

<PAGE>


is the spouse of Jan Danbom and the father of Bradley Danbom,
our Vice President of Sales and Marketing.

L.G. "Bob" Hancher Jr. has served as Chief Financial Officer of
Commerce Street Venture Group since 2000 and in 2005 assumed the
position of CEO as well.  Mr. Hancher served as the Director of
Marketing of Raynor Garage from 1978 to 1988.  In 1993, Mr.
Hancher co-founded, and is now a past President of International
Sports Management, leaving in 2000 to co-found Commerce Street
Venture Group. Mr. Hancher participates on the Planning and
Audit committees of the board. Mr. Hancher is currently serving
a three-year term, which will end in 2006.

Rod Simonson became a franchisee for Piccadilly Circus Pizza,
Inc. in 1980 by owning and operating 1 of the 5 restaurants
under the company's umbrella. Shortly thereafter, Mr. Simonson
purchased the parent company and became President of Piccadilly.
By 1987, the company became Land Mark Products, Inc., the
licensing company for Piccadilly Circus Pizza. Under his
leadership, the company evolved from several sit-down pizzerias
to a complete turnkey operational partner in convenience stores,
malls, hotels, amusement parks and video stores. Today, there
are over 800 locations primarily in convenience stores
throughout 42 states in the Continental United States. Mr.
Simonson is serving on the Planning and Audit committees of the
board. Mr. Simonson is currently serving a three-year term,
which will end in 2006.

Ron Hickman, who became our President on August 1, 2001 and our
Chief Executive Officer on October 1, 2001, has been a CPA for
30 years, and was our public accountant from our inception until
he took a position as General Manager for us in 1995.  Mr.
Hickman is on the Operations and Planning committees of the
company.  Mr. Hickman is currently serving a three-year term,
which will end in 2006.

David Davis, who became our Chief Financial Officer on October
1, 2001, has been a CPA for 14 years.  Prior to joining Cycle
Country, Mr. Davis served as Controller for a Midwest lawn and
garden power equipment distributor from 1997-2001 and worked for
several years prior to that as a CPA at a Midwest regional
public accounting firm.

Marie Matthiesen has been with the Company since 1989.  Starting
in the accounting department, Ms. Matthiesen has worked her way
up and since 2001 serves as our Vice President of Manufacturing.

Bradley Danbom has been a member of our sales department since
1997.  Mr. Danbom was appointed Vice President of Sales and
Marketing in 2004.  Bradley Danbom is the son of Jim Danbom, one
of our Directors.

Alan Bailey joined Cycle Country as a Senior Vice President with
the acquisition of Simonsen Iron Works, Inc. on April 29, 2005.
Prior to the acquisition, Mr. Bailey served as President of
Simonsen Iron Works, a family owned business started in 1906,
for the last 6 years.  He was also part owner of Simonsen's.


<PAGE>



Under Mr. Bailey's leadership, Simonsen Iron Works experienced
8% average annual growth.  Before joining the family business in
1995, he was a mechanical engineer for International Paper. Mr.
Bailey joined the board in July of 2005 and is currently serving
a three-year term, which will end in 2008.  Alan  is the spouse
of Lisa Bailey and the son of David and Joan Bailey, also owners
of the former Simonsen Iron Works.

Lisa Bailey became a Senior Vice President for Cycle Country
with the purchase of Simonsen Iron Works, Inc. on April 29,
2005.  Ms. Bailey was a Vice President at Simonsen Iron Works
for the 6 years prior to the acquisition.  She was also part
owner of the business.  As Vice President, Ms. Bailey was in
charge of personnel and operations. Prior to joining Simonsen
Iron Works in 1995, She worked for The Gazette Company, a
regional daily newspaper, with circulation of approximately
66,000, and commercial printer, for 14 years where she attained
the position of pre-press manager.  Lisa Bailey is the spouse of
Alan Bailey.

John Gault worked for Deere and Company in various engineering
and manufacturing positions for 35 years prior to retirement in
2002.  John held positions including General Manager of two of
their factories, the largest of which had sales ranging from
$1.5 to $1.8 billion.  He also spent two years as Vice
President: Engineering, Information and Technology. Mr. Gault
joined the board in July of 2005 and is currently serving a
three-year term, which will end in 2008.

Directors' Remuneration

     Effective October 1, 2004, our outside, non-management
directors are compensated for serving on the board of directors.
Outside, non-management directors receive $500 in common shares
as compensation for each board meeting that they attend.  For
the fiscal year ended September 30, 2005, the non-management
directors were issued a total of 2,076 shares of common stock in
late December 2005.

Audit Committee

     The audit committee of our board of directors is comprised
of three directors, L.G. Hancher, Jr., F.L. Miller, and Rod
Simonson.  Each member of the committee is an independent
director as defined by the American Stock Exchange rules.  In
addition, our board of directors has determined that L.G.
Hancher, Jr., as defined by the SEC rules, is both independent
and an audit committee financial expert.  Mr. Hancher has
extensive experience reading, analyzing, and preparing GAAP
financial statements and SEC reports and filings.


<PAGE>


Code Of Ethics and Standards of Conduct

     The Company has adopted a code of business conduct and ethics
applicable to the Company's directors, officers (including the
Company's principal executive officer, principal financial
officer and principal accounting officer), and employees, known
as the Code of Ethics and Standards of Conduct.  The Code of
Ethics and Standards of Conduct is available on the Company's
website.  In the event that we amend or waive any of the
provisions of the Code of Ethics and Standards of Conduct
applicable to our principal executive officer, principal
financial officer, or principal accounting officer, we intend to
disclose the same on the Company website at www.cyclecountry.com.

Section 16(a) Beneficial Ownership Reporting Compliance

     The Company is aware of the following individual
directors, officers or beneficial owners of more than ten
percent of the Company's Common Stock that, during the fiscal
year 2005 or for the fiscal year 2005, failed to file on a
timely basis reports required by Section 16(a) of the Securities
Exchange Act of 1934.

Marie Matthiesen         Form 3, Form 5
Bradley Danbom           Form 3, Form 5
L.G. Hancher Jr.         Form 5
John Gault               Form 3, Form 5


<PAGE>


Item 10. EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table sets forth the total compensation paid
to or accrued for the fiscal years ended September 30, 2005,
2004, and 2003 to our Chief Executive Officer. The Company did
not have any other officers whose total compensation exceeded
$100,000, as defined in Item 402 of Regulation S-B, who were
serving as executive officers at the end of our last fiscal
year.

Annual Compensation

<TABLE>
<CAPTION>


                                                  Other          Restricted    Securities                All
Name and               Fiscal                     Annual         Stock         Underlying     LTIP       Other
Principal Position     Year     Salary    Bonus   Compensation   Awards        Options        Payouts    Compensation
---------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>       <C>      <C>           <C>           <C>            <C>        <C>
Ronald Hickman,
President              2005     150,000   41,125   500<F1>         0             0              0        9,787 (2)
                       2004     150,000   69,370   500<F1>         0             0              0        9,136 (3)
                       2003     150,000   12,772   500<F1>         0             0              0        7,106 (4)



</TABLE>

(1)	Christmas bonus.
(2)	Comprised of $1,771 value of personal use of company
auto and $8,016 paid for health insurance.
(3)	Comprised of $1,705 value of personal use of company
auto and $7,431 paid for health insurance.
(4)	Comprised of $1,634 value of personal use of company
auto and $5,472 paid for health insurance.

Stock Option Grants in the past fiscal year

     We have not issued any grants of stock options in the past
fiscal year.


Employment Agreements

     We have entered into employment agreements with certain of
our key executives as follows:

     We entered into an employment agreement with Ron Hickman,
our President, effective August 1, 2001 for a period of five
years under which we have hired him to continue as our
President.  The agreement calls for Mr. Hickman to receive an
annual income of $150,000 per year plus a bonus equal to three
percent (3%) of our net income before taxes and bonus.  The
agreement also provides for Mr. Hickman to receive standard
benefits such as health insurance coverage, 401(k) retirement
savings plan, sick and vacation time and use of an automobile.


<PAGE>


     We entered into an employment agreement with Jim Danbom,
our former President, effective August 1, 2001 for a period of
three years under which we hired him to continue as a consultant
on an "as needed" basis.  This agreement was renewed by action
of the board of directors in fiscal 2004 for an additional three
years. The agreement calls for Mr. Danbom to receive an annual
income of $75,000 per year and to receive standard benefits such
as health insurance coverage, 401(k) retirement savings plan,
sick and vacation time and use of an automobile.

     We entered into an employment agreement with Alan Bailey, our
Senior Vice President, effective May 1, 2005 for a period of five
years under which we have hired him to serve as our Senior Vice
President.  The agreement calls for Mr. Bailey to receive an annual
income of $125,000 per year plus a bonus equal to one and one-half
percent (1.5%) of our net income before taxes and bonus.  The
agreement also provides for Mr. Bailey to receive standard benefits
such as health insurance coverage, 401(k) retirement savings plan,
sick and vacation time and use of an automobile.

     We entered into an employment agreement with Lisa Bailey, our
Senior Vice President, effective May 1, 2005 on a month to month
basis under which we have hired her to serve as our Senior Vice
President.  The agreement calls for Ms. Bailey to receive an annual
income of $75,000 per year.  The agreement also provides for Ms.
Bailey to receive standard benefits such as health insurance
coverage, 401(k) retirement savings plan, and sick and vacation time.


<PAGE>


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

     The following table sets forth information regarding
beneficial ownership of our common stock as of the date of this
report, by (i) those shareholders known to be the beneficial
owners of more than five percent of the voting power of our
outstanding capital stock, (ii) each director, and (iii) all
executive officers and directors as a group:

                                Number of
Name and Address of             Shares         Percent
Beneficial Owner                Owned          Owned
-------------------------------------------------------



Ron Hickman
c/o Cycle Country
Accessories Corp.
2188 Highway 86
Milford, IA 51351                274,937          3.77%

Jim Danbom
106 Channel Court
Marco Island, FL 34145           725,865          9.96%

Jan Danbom
106 Channel Court
Marco Island, FL 34145           684,865          9.40%

Commerce Street Venture Group
17322 Westfield Park Rd
Westfield, IN 46074              365,000          5.01%

Rod Simonson
1007 Okoboji Avenue
Milford, IA 51351                 36,330          0.50%

Marie Matthiesen
c/o Cycle Country
Accessories Corp
2188 Highway 86
Milford, IA 51351                 13,500          0.19%

David Davis
c/o Cycle Country
Accessories Corp
2188 Highway 86
Milford, IA 51351                  8,500          0.12%

Bradley Danbom
c/o Cycle Country
Accessories Corp
2188 Highway 86
Milford, IA 51351                 13,500          0.19%




<PAGE>

F.L. Miller
2500 Manhattan Blvd
Spirit Lake, IA 51360             15,800          0.22%

L.G. Hancher, Jr.
17322 Westfield Park Rd
Westfield, IN  46074             165,000          2.26%

John Gault
242 Stillwater Court
Marco Island, FL 34145            10,000          0.14%

Alan Bailey
c/o Cycle Country
Accessories Corp
1701 38th Ave West
Spencer, IA 51301                653,779          8.97%

Lisa Bailey
c/o Cycle Country
Accessories Corp
1701 38th Ave West
Spencer, IA 51301                326,889          4.49%

David Bailey
1209 Country Club Lane
Spencer, IA 51301                599,296          8.23%

Joan Bailey
1209 Country Club Lane
Spencer, IA 51301                599,296          8.23%


All Directors and Officers
as a Group (11 Persons)        2,244,100         30.80%



<PAGE>

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Prior to becoming a director, management of the company
engaged John Gault in October 2004 to consult with management on
cost reduction initiatives and projects.  The consulting
agreement calls for fees to be paid to Mr. Gault based on cost
savings achieved over a one year period.  Half of the fee is
paid upon implementation of the cost saving project and the
other half is payable in 4 to 6 months from the implementation
date.  Consulting fees paid to Mr. Gault through September 30,
2005 were $43,374.



<PAGE>


Item 13. EXHIBITS


     (16.1) Letter from Tedder, James, Worden & Associates, P.A. dated
January 21, 2004.

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

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

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

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


<PAGE>

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Committee Pre-Approval Policy

     To ensure the independence of the Company's independent auditor
and to comply with applicable securities laws, listing
standards, and the Audit Committee charter, the Audit Committee
is responsible for reviewing, deliberating and, if appropriate,
pre-approving all audit, audit-related, and non-audit services
to be performed by the Company's independent auditors. For that
purpose, the Audit Committee has established a policy and
related procedures regarding the pre-approval of all audit,
audit-related, and non-audit services to be performed by the
Company's independent auditor (the "Policy").

     The Policy provides that the Company's independent auditor may
not perform any audit, audit-related, or non-audit service for
the Company, subject to those exceptions that may be permitted
by applicable law, unless: (1) the service has been pre-approved
by the Audit Committee, or (2) the Company engaged the
independent auditor to perform the service pursuant to the pre-
approval provisions of the Policy. In addition, the Policy
prohibits the Audit Committee from pre-approving certain non-
audit services that are prohibited from being performed by the
Company's independent auditor by applicable securities laws. The
Policy also provides that the Chief Financial Officer will
periodically update the Audit Committee as to services provided
by the independent auditor. With respect to each such service,
the independent auditor provides detailed back-up documentation
to the Audit Committee and the Chief Financial Officer.

     The Audit Committee appointed Henjes, Conner, & Williams, P.C.
as the Company's independent accountants to audit the
consolidated financial statements of the Company for the fiscal
years ending September 30, 2005 and 2004. Henjes, Conner, &
Williams, P.C. have been Cycle Country's independent accountants
since January 16, 2004.

Principal Accountant Fees

Fees for fiscal years ended September 30, 2005 and 2004 were as
follows:




                   Fiscal 2005            Fiscal 2004

Audit Fees           $ 42,790                $ 55,750

Audit-Related Fees      7,267                   -

Tax Fees               10,865                  18,680

All Other Fees          7,308                     525

Total Fees           $ 68,230                $ 74,955



<PAGE>


A description of the types of services provided in each category
is as follows:

Audit Fees-Includes audit of the Company's annual financial
statements, review of the Company's quarterly reports on Form
10-QSB, and consents and assistance with and review of
registration statements filed with the SEC.

Audit-Related Fees-Includes agreed upon procedures related to
the acquisition and merger of Simonsen Iron Works and accounting
consultations related to GAAP and the application of GAAP to
proposed transactions.

Tax Fees-Includes tax compliance, tax advice and planning.

All Other Fees-Includes time and research related to pre- and
post- acquisition issues of Simonsen Iron Works and other
miscellaneous research and assistance provided to the Company.



<PAGE>




















                    CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

                           CONSOLIDATED FINANCIAL STATEMENTS

                             SEPTEMBER 30, 2005 AND 2004






<PAGE>




                                C O N T E N T S
                                ---------------





                                                                 Page
                                                                 ----

Independent Auditors' Report                                     F-1

Consolidated Financial Statements:

  Consolidated Balance Sheets                                    F-2

  Consolidated Statements of Income                              F-3

  Consolidated Statements of Stockholders' Equity                F-4

  Consolidated Statements of Cash Flows                          F-5 - F- 6

Notes to Consolidated Financial Statements                       F-7 - F-28

Supplementary Information:

  Independent Auditors' Report on Supplementary Information      F-29

  Schedule 1 - Consolidated Schedule of Gross Profit             F-30

  Schedule 2 - Consolidated Schedule of Selling, General, and
                Administrative Expenses                          F-31







                                 * * * * * * * *


<PAGE>





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
Cycle Country Accessories Corp. and Subsidiaries
Milford, Iowa


We have audited the accompanying consolidated balance sheets of CYCLE COUNTRY
ACCESSORIES CORP. AND SUBSIDIARIES, (a Nevada corporation) as of September 30,
2005 and 2004, and the related consolidated statements of income, stockholders'
equity, and cash flows for the years then ended.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements 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.  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
audit provides 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 Cycle
Country Accessories Corp. and Subsidiaries, as of September 30, 2005 and 2004,
and the results of its operations and its cash flows for the years then ended
in conformity with U. S. generally accepted accounting principles.


/s/ Henjes, Conner & Williams, P.C.

			Certified Public Accountants


Sioux City, Iowa
November 11, 2005





                                      F-1

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2005 AND 2004


                                    ASSETS
                                    ------

                                                     2005         2004
                                                     ----         ----
CURRENT ASSETS
        Cash and Cash Equivalents                $  1,225,768    $  2,594,471
        Accounts Receivable - Trade, Net            1,925,952       1,237,582
        Inventories - Note 3                        4,991,796       3,481,051
        Taxes Receivable                              167,576               -
        Deferred Income Taxes - Note 10               106,882          75,685
        Prepaid Expenses and Other - Note 4           122,942         278,208
                                                 ------------    ------------

                        Total Current Assets     $  8,540,916    $  7,666,997

PROPERTY, PLANT AND EQUIPMENT, Net - Note 6      $ 13,944,568    $  2,898,973

OTHER ASSETS
        Intangible Assets, Net - Note 5          $    181,005    $    200,994
        Goodwill                                    4,890,146          41,700
        Other Assets - Note 7                         144,410          25,000
                                                 ------------    ------------

                        Total Other Assets       $  5,215,561    $    267,694
                                                 ------------    ------------

Total Assets                                     $ 27,701,045    $ 10,833,664
                                                 ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
        Accounts Payable                         $    427,226    $  1,485,522
        Accrued Income Taxes                                -         624,259
        Accrued Expenses - Note 8                     775,365         729,877
	Current Portion of Bank Notes Payable -
                Note 9                                465,654               -
                                                 ------------    ------------

                      Total Current Liabilities  $  1,668,245    $  2,839,658

LONG-TERM LIABILITIES
	Bank Notes Payable - Less Current Portion -
                Note 9                            $  6,332,891              -
        Deferred Income Taxes - Note 10              2,577,581        126,209
                                                  -----------    ------------

Total Long-Term Liabilities                       $  8,910,472   $    126,209

STOCKHOLDERS' EQUITY
        Common Stock                              $        631   $        499
        Additional Paid-In Capital                  14,371,639      5,928,831
        Retained Earnings                            2,750,058      1,938,467
                                                  ------------   ------------
           Total Stockholders' Equity             $ 17,122,328   $  7,867,797
           Total Liabilities and Stockholders'    ------------   ------------
                          Equity                  $ 27,701,045   $ 10,833,664
                                                  ============   ============

         See Accompanying Notes to Consolidated Financial Statements

                                      F-2


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004





                                           2005                2004
                                           ----                ----

NET SALES                                $ 17,053,089         $ 20,505,314
  Freight Income                              128,374              160,360
                                        -------------         ------------
     Total Net Sales                     $ 17,181,463         $ 20,665,674

Cost of Goods Sold                        (11,847,409)         (15,352,494)
                                        -------------         ------------

     Gross Profit                        $  5,334,054         $  5,313,180

Selling, General and Administrative
  Expenses                                ( 3,920,370)         ( 2,985,598)
                                        -------------         ------------

     Income from Operations              $  1,413,684         $  2,327,582

Non-Operating Expense, Net - Note 12      (    91,383)         (   151,638)
                                        -------------         ------------

     Income Before Provision for Income
       Taxes                             $  1,322,301         $  2,175,944

Provision for Income Taxes - Note 10          510,710              609,994
                                        -------------         ------------

      Net Income                         $    811,591         $  1,565,950
                                       ==============         ============

Weighted Average Shares of Common Stock
	Outstanding:
                Basic                      5,574,838             4,304,682
                Diluted                    5,578,106             4,563,661

Earnings Per Common Share:
                Basic                   $       0.15          $       0.36
                Diluted                 $       0.15          $       0.34





          See Accompanying Notes to Consolidated Financial Statements

                                      F-3


<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004








<TABLE>
<CAPTION>


                                                 Additional
                                  Common          Paid-In         Retained
                                  Stock           Capital         Earnings        Total

<S>                              <C>           <C>             <C>                <C>
Balances at September 30,
        2003                      $ 445         $ 3,730,189     $   372,517         $ 4,103,151

Net Income                                                        1,565,950           1,565,950

Issuance of Common Stock             11             498,685                             498,696

Exercise of Warrants                 43           1,699,957                           1,700,000
                                     --           ---------      ----------           ---------
Balances at September 30,
        2004                      $ 499         $ 5,928,831     $ 1,938,467         $ 7,867,797

Net Income                                          811,591         811,591

Exercise of Warrants                 12             466,988                             467,000

Issuance of Common
        Stock                       120           7,975,820                           7,975,940
                                    ---           ---------      ---------           ----------
Balances at September 30,
        2005                      $ 631        $ 14,371,639    $ 2,750,058         $ 17,122,328
                                    ===          ==========      =========           ==========

</TABLE>

          See Accompanying Notes to Consolidated Financial Statements

                                      F-4


<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004



INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS







                                                        2005          2004
                                                        ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
        Net Income                                   $   811,591   $ 1,565,950
	Adjustments to Reconcile Net Income to Net
              Net Cash Provided (Used) by Operating
              Activities:
                  Depreciation                           544,602       342,465
                  Deferred Income Taxes                  135,486        26,214
                  Amortization                            21,254        20,812
                  Non-Cash Investment Expenses                 -        52,395
                  (Gain) on Sale of Equipment         (   62,981)   (    9,240)
                  Inventory Reserve                       25,587    (   45,776)
		  (Increase) Decrease in Assets:
                    Accounts Receivable - Trade, Net  (  234,714)   (  156,728)
                    Inventories                       (  566,406)   (  410,542)
                    Taxes Receivable                  (  167,576)       89,507
                    Prepaid Expenses and Other           208,917       211,148
                    Other Assets                      (   20,040)       38,007
		  Increase (Decrease) in Liabilities:
                    Accounts Payable                  (1,210,782)      443,476
                    Accrued Income Taxes              (  624,259)      624,259
                    Accrued Expenses                  (  149,837)      343,064
                                                      -----------      -------

                      Net Cash Provided (Used) by Operating
                          Activities                 $(1,289,158)  $ 3,135,011


CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
        Deposits From Restricted Cash Account                  -   $ 1,901,898
	Purchase of Property and Equipment - Simonsen
                Acquisition                          $(6,899,666)            -
        Purchase of Property and Equipment            (  523,184)   (  326,545)
        Acquisition of Intangible Assets              (    1,265)   (    4,713)
	Proceeds from Sale of Property, Plant and
                Equipment                                 90,850        25,223
                                                          ------        ------

                      Net Cash Provided (Used) by Investing
                          Activities                 $(7,333,265)  $ 1,595,863





         See Accompanying Notes to Consolidated Financial Statements

                                      F-5

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004



INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS






                                                      2005             2004
                                                      ----             ----

CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from Exercise of Warrants           $   467,000    $ 1,700,000
      Proceeds from Bank Notes Payable               7,000,000              -
      Payments on Bank Notes Payable                (  201,455)    (3,631,954)
      Net Borrowings from (Payments on) Bank Line
                of Credit                                    -     (  420,000)
        Payment of Loan Costs                       (   11,825)             -
                                                    -----------    -----------

           Net Cash Provided (Used) by Financing
                          Activities               $ 7,253,720     $(2,351,954)
                                                   -----------     ------------

           Net Increase (Decrease) in Cash and
                          Cash Equivalents         $(1,368,703)    $ 2,378,920

Cash and Cash Equivalents - Beginning of Year        2,594,471         215,551
                                                     ---------         -------

Cash and Cash Equivalents - End of Year            $ 1,225,768     $ 2,594,471
                                                   ===========     ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	Cash Paid During the Year For:
           Interest, Net of Amounts Capitalized    $   192,223     $   133,342
                                                   ===========     ===========

        Income Taxes Paid                          $ 1,167,059     $    83,641
                                                   ===========     ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
  AND INVESTING ACTIVITIES
	Issuance of Common Stock for Acquisition of
                Simonsen Ironworks, Inc            $ 8,000,000               -
                                                   ===========     ===========
	Issuance of Common Stock for Payment of
          Investment Expenses                                -     $    52,395
                                                   ===========     ===========

	Issuance of Common Stock for Payment of
          Employee Compensation                              -     $     9,900
                                                   ===========     ===========

	Issuance of Common Stock for Payment of
          Registration Fees                                  -     $    13,152
                                                   ===========     ===========

	Issuance of Common Stock for Payment of Stock
                Promotion Fees                               -     $   423,250
                                                   ===========     ===========



         See Accompanying Notes to Consolidated Financial Statements

                                      F-6


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004





Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           ------------------------------------------

Reporting Entity and Principles of Consolidation - The consolidated financial
statements include the accounts of Cycle Country Accessories Corp.  (Cycle
Country - Nevada) and its wholly-owned subsidiaries:

	Cycle Country Accessories Corp. (Cycle Country - Iowa)
	Perf-Form, Inc. (Perf-Form)
	Cycle Country Accessories Subsidiary Corp (Cycle Country Sub)

Cycle Country - Nevada and Cycle Country Sub are Nevada corporations, while
Cycle Country - Iowa and Perf-Form are Iowa corporations.  The entities are
collectively referred to as "the Company" for these financial statements.  All
significant intercompany accounts and transactions have been eliminated in
consolidation.  During the year ended September 30, 2004, the operations of
Perf-Form and Cycle Country Sub were merged into Cycle Country - Iowa, leaving
corporate shells for those two subsidiaries.

Business Acquisition
--------------------
On April 29, 2005, Cycle Country Accessories Corporation and Subsidiaries
acquired 100% of the common stock of Simonsen Iron Works, Inc., the Company's
largest supplier.  Simonsens is a fabricator of steel and metal parts,
components and products for various manufacturers and businesses generally
located within Iowa and the surrounding states.  The total purchase price for
Simonsen Iron Works, Inc. was $15,000,000; $7,000,000 was paid in cash and
$8,000,000 was paid with shares of the Company's outstanding common stock.
Acquisition costs of $24,060 were incurred.  The business acquisition was
recorded under the purchase method of accounting which requires the total
consideration be allocated to the assets acquired and liabilities assumed based
on their fair values in accordance with Statement of Financial Accounting
Standards (SFAS) No. 141, "Accounting for Business Combinations".  The excess
purchase price over the fair value of the net tangible assets acquired of
$4,848,446, was allocated to goodwill.

The results of operations of Simonsen Iron Works, Inc. have been included in
the consolidated financial statements from April 29, 2005, the effective date
of acquisition.  The allocation of purchase price is summarized below:







                                      F-7

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004





Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Cont.)	Business Acquisition (Cont.)

	Cash and Cash Equivalents   		$    124,394
        Accounts Receivable                          458,656
        Inventories                                  969,926
        Prepaid Expenses                              32,374
        Other Assets                                  99,370
        Property and Equipment                    11,099,335
        Intangibles - Goodwill                     4,848,446
        Current Liabilities Assumed              (   347,812)
        Deferred Tax Liabilities                 ( 2,284,689)
                                                 ------------
                                                $ 15,000,000
                                                 ============


As part of the purchase, Cycle Country was to issue 2,179,260 shares of its
common stock to the former owners of Simonsen Iron Works, Inc., of which only
1,203,008 was issued and outstanding at September 30, 2005.  The remaining
common shares of 976,252 were issued on October 7, 2005, and are anticipated to
be registered in early 2006.

The price of the shares was based on Cycle Country's average share price over
30 market days from May 30, 2005 to July 12, 2005 totaling approximately $3.67
per share.  Had the shares been issued on May 4, 2005, with the original block
of shares earnings per share ("EPS") would be calculated as follows:

				Income  	Shares  	Per Share
        Basic EPS             (Numerator)     (Denominator)     Amount

 Income Available to Common
      Stockholders             $ 811,591         5,980,358     $ 0.14

 Effect of Dilutive Securities
      Warrants                                       3,268
                                                     -----
 Diluted EPS
      Income Available to Common
       Stockholders and Assumed
        Conversions            $ 811,591         5,983,626     $ 0.14
                               =========       ===========     ======








                                      F-8



<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004





Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           ------------------------------------------
(Cont.)

Nature of the Business - The Company is primarily engaged in the design,
manufacture, sale and distribution of accessories for all terrain vehicles
(ATVs) to various distributors, dealers and wholesalers throughout the United
States of America, Canada, Mexico, South America, Europe, and Asia.
Additionally, the Company manufactures, sells, and distributes injection-molded
plastic wheel covers for vehicles such as golf carts, lawn mowers, and light-
duty trailers. They also have a lawn and garden segment containing Weekend
Warrior products which feature pull-behind and 3-point implements designed and
built for garden tractors and utility ATVs.  The Company's headquarters are
located in Milford, Iowa.  The Company has a steel fabrication facility in
Spencer, Iowa, and an assembly plant and distribution center in Milford, Iowa.

Revenue Recognition - The Company ships products to its customers predominantly
by its internal fleet and to a lesser extent by third party carriers.  The
Company recognizes revenues from product sales when title to the products is
passed to the customers and risk of loss transfers to an unrelated third party,
which occurs at the point of destination for products shipped by the Company's
internal fleet and at the point of shipping for products shipped by third party
carriers.

Certain costs associated with the shipping and handling of products to
customers are billed to the customer and included as freight income in the
accompanying consolidated statements of income.  Royalty income earned in
connection with the rights to sell a product developed by the Company is
recognized when earned and included in non-operating income in the
accompanying consolidated statements of income.  Sales were recorded net of
sales discounts and allowances.  Sales discounts and allowances were
approximately $419,000 and $622,000 in fiscal 2005 and 2004, respectively.

Cost of Goods Sold - The components of cost of goods sold in the accompanying
consolidated statements of income include all direct materials and direct labor
associated with the assembly and/or manufacturing of the Company's products.
In addition, an allocation of factory overhead costs is included in cost of
goods sold.

Accounts Receivable - Trade credit is generally extended to customers on a
short- term basis.  These receivables do not bear interest, although a finance
charge may be applied to balances more than thirty days past due.  Trade
accounts receivable are carried on the books at their estimated collectible
value.


                                      F-9


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004





Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           ------------------------------------------
(Cont.)

Accounts Receivable - (Cont.)

Individual trade accounts receivable are periodically evaluated for
collectibility based on past credit history and their current financial
condition.  Trade accounts receivable are charged against the allowance for
doubtful accounts when such receivables are deemed to be uncollectible.  While
the Company has a large customer base that is geographically dispersed, a
slowdown in markets in which the Company operates may result in higher than
expected uncollectible accounts, and therefore, the need to revise estimates
for bad debts.  To the extent historical experience is not indicative of future
performance or other assumptions used by management do not prevail, the
provision for uncollectible accounts could differ significantly, resulting in
either higher or lower future provisions for uncollectible accounts.  In the
opinion of management of the Company, no provision is deemed necessary for
credit for returns at September 30, 2005 or 2004. The allowance for doubtful
accounts of $10,000 at September 30, 2005 and 2004, reflects management's best
estimate of future uncollectible accounts.

Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.  Actual results could differ
from those estimates.

Cash and Cash Equivalents - The Company considers cash on hand, deposits in
banks, and short-term investments with an original maturity of three months or
less when purchased to be cash and cash equivalents.

Inventories - Inventories are carried at the lower of cost or market.  The cost
is determined using the first-in, first-out method.  The Company evaluates its
inventory value at the end of each quarter to ensure that it is carried at the
lower of cost or market.  This evaluation includes an analysis of its physical
inventory results, a review of potential obsolete and slow-moving stock based
on historical product sales and forecasted sales, and an overall consolidated
analysis of potential excess inventory.  To the extent historical physical
inventory results are not indicative of future results and if future events
impact, either favorably or unfavorably, the salability of the Company's
products or its relationship with certain key vendors, the Company's inventory
reserves could differ significantly, resulting in either higher or lower future
inventory provisions.

                                      F-10



<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004





Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           ------------------------------------------
(Cont.)

Property, Plant, and Equipment - Property, plant and equipment are carried at
cost less accumulated depreciation.  Depreciation is provided over the
estimated useful lives of the assets by using the straight-line and accelerated
methods.  Interest costs on borrowings used in connection with the construction
of major facilities are capitalized.  The capitalized interest is recorded as
part of the asset to which it relates and is depreciated over the asset's
estimated useful life.

Routine maintenance and repairs are charged to expense as incurred.  Major
replacements and improvements are capitalized. When assets are sold or retired,
the related cost and accumulated depreciation are removed from the accounts and
gains or losses from dispositions are credited or charged to income.

Goodwill and Other Intangible Assets - Goodwill represents the excess of the
purchase price over the fair value of assets acquired.  Goodwill arising from
the Company's March 11, 2002, acquisition of Perf-Form and the Company's April
29, 2005, acquisition of Simonsen Iron Works, Inc., is being accounted for in
accordance with Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Other Intangible Assets."  SFAS No. 142 requires the use of a
non-amortization approach to account for purchased goodwill and certain
intangibles.  Under the non-amortization approach, goodwill and certain
intangibles are not amortized into results of operations, but instead are
reviewed for impairment at least annually and written down and charged to
results of operations in the periods in which the recorded value of goodwill
and certain intangibles are determined to be greater than their fair value.
The Company has reviewed the goodwill recorded at September 30, 2005 and 2004,
and found no impairment.

Other intangible assets are stated at cost and consist of trademarks, covenant
not-to-compete agreements, and patents.  The trademarks arising from the
Company's March 11, 2002 and  June 13, 2002, acquisitions have been deemed to
have an indefinite life and as such will not be amortized.  The covenant not-
to-compete agreements are being amortized over their estimated useful lives (5
years for both) and the patents are being amortized over their remaining useful
lives of 11 years and 12 years, respectively, as of date of acquisition.



                                      F-11


<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004





Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           ------------------------------------------
(Cont.)

Impairment of Long-Lived Assets and Long-Lived Assets
to Be Disposed Of - The Company's long-lived assets, including property, plant,
and equipment, are reviewed for possible impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable.  Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows
(undiscounted and without interest charges) expected to be generated by the
asset.  If these projected cash flows are less than the carrying amount, an
impairment loss is recognized based on the fair value of the asset less any
costs of disposition.  Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell.

Investment in Golden Rule (Bermuda) Ltd. - The investment in Golden Rule
(Bermuda) Ltd. stock is recorded at cost due to less than 20% ownership.

Warranty Costs - Estimated future costs related to product warranties are
accrued as products are sold based on prior experience and known current events
and are included in accrued expenses in the accompanying consolidated balance
sheets.  Accrued warranty costs have historically been sufficient to cover
actual costs incurred.  The following is a schedule of the accrued warranty
expense as of September 30:

Accrued Warranty Expense                       2005           2004

        Balance - Beginning of Period       $ 45,000        $ 39,000
        Warranty Claims Accrued               28,000          49,000
        Warranty Claims Settled              (28,000)        (43,000)
                                              ------          ------
        Balance - End of Period             $ 45,000        $ 45,000
                                              ======          ======

Distributor Rebate Payable - The Company offers an annual rebate program (the
"Program") for its ATV accessory distributors.  The Program provides for a 7%
rebate on purchases of certain eligible products during the Program period if
certain pre-determined cumulative purchase levels are obtained.  The Program
rebate is "paid" to the applicable distributors as a credit against future
purchases of the Company's products.  The Program rebate liability is
calculated and recognized as eligible products are sold based upon factors
surrounding the activity and prior experience of specific distributors and is
included in accrued expenses in the accompanying consolidated balance sheets.
The distributor rebate expense totaled approximately $523,000 and $798,000 in
fiscal 2005 and 2004, respectively and is recorded as a reduction of sales in
the accompanying consolidated financial statements.



                                      F-12

<PAGE>




CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004





Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           ------------------------------------------
(Cont.)

Income Taxes - The Company accounts for income taxes utilizing the asset and
liability method.  This approach requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences attributable to
temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.  The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enacted date.

Earnings Per Share - Basic earnings per share ("EPS") is calculated by dividing
net income available to common shareholders by the weighted-average number of
common shares outstanding during the reporting period.  Diluted EPS is computed
in a manner consistent with that of basic EPS while giving effect to the
potential dilution that could occur if warrants to issue common stock were
exercised.

The following is a reconciliation of the numerators and denominators of the
basic and diluted EPS computations for the years ended September 30, 2005 and
2004:

                                               For the Year Ended
                                               September 30, 2005
                                               --------------------
                                   Income          Shares         Per-Share
                                 (Numerator)     (Denominator)    Amount
Basic EPS
  Income Available to Common
    Stockholders                $   811,591       5,574,838       $ 0.15

  Effect of Dilutive Securities
    Warrants                                          3,268
                                                      -----
Diluted EPS
  Income Available to Common
    Stockholders and Assumed
    Conversions                 $   811,591       5,578,106       $ 0.15
                                    =======       =========         ====







                                      F-13




<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004





Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           ------------------------------------------
(Cont.)
                                           For the Year Ended
                                           September 30, 2004
                                           ------------------
                                   Income          Shares         Per-Share
                                 (Numerator)     (Denominator)    Amount
Basic EPS
  Income Available to Common
    Stockholders                 $ 1,565,950     4,304,682       $ 0.36

Effect of Dilutive Securities
  Warrants                                 -       258,979
                                    --------       -------
Diluted EPS
  Income Available to Common
    Stockholders and Assumed
    Conversions                  $ 1,565,950     4,563,661       $ 0.34
                                   =========     =========         ====


Advertising - Advertising consists primarily of television, videos, newspaper
and magazine advertisements, product brochures and catalogs, and trade shows.
All costs are expensed as incurred or when first utilized.  Advertising expense
totaled approximately $346,000 and $382,000 in fiscal 2005 and 2004,
respectively, and is included in selling, general, and administrative expenses
in the accompanying consolidated statements of income.

Research and Development Costs - Research and development costs are expensed as
incurred.  Research and development costs incurred during fiscal 2005 and 2004
totaled approximately $120,000 and $92,000, respectively.  For the years ended
September 30, 2005 and 2004, costs were included in selling, general and
administrative expenses in the accompanying consolidated statements of income.

Shipping and Handling Costs - Shipping and handling costs represent costs
associated with shipping products to customers and handling finished goods.
Shipping and handling costs  totaled approximately $210,000 and $204,000 in
fiscal 2005 and 2004, respectively, and are included in selling, general, and
administrative expenses in the accompanying consolidated statements of income.



                                      F-14

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004





Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           ------------------------------------------
(Cont.)

Concentration of Credit Risk - Financial instruments which potentially subject
the Company to concentrations of credit risk consist principally of cash and
trade accounts receivable.  The Company places its cash with high credit
quality financial institutions.  At various times throughout fiscal 2005 and
2004 and at September 30, 2005 and 2004, cash balances held at a financial
institution were in excess of federally insured limits.

The majority of the Company's sales are credit sales which are made primarily
to customers whose ability to pay is dependent upon the industry economics
prevailing in the areas where they operate; however, concentrations of credit
risk with respect to trade accounts receivable is limited due to generally
short payment terms.  The Company also performs ongoing credit evaluations of
its customers to help further reduce credit risk.

Seasonality and Weather - The ATV accessories market is seasonal as retail
sales of snowplow equipment are generally higher in the fall and winter, and
sales of farm and garden equipment are generally higher in the spring and
summer.  Accordingly, demand for the Company's snowplow equipment is generally
higher in the late summer and fall (the Company's fourth and first fiscal
quarters) as distributors and dealers build inventories in anticipation of the
winter season, and demand for the Company's farm and garden and golf equipment
is generally highest in the late winter and spring (the Company's second and
third fiscal quarters) as distributors and dealers build inventories in
anticipation of the spring season.

Demand for snowplow, farm and garden, and golf equipment is significantly
affected by weather conditions.  Unusually cold winters or hot summers increase
demand for these aforementioned products.  Mild winters and cool summers
usually have the opposite effect.

Fair Value of Financial Instruments - The carrying values of cash and cash
equivalents, accounts receivable, accounts payable, accrued income taxes and
accrued expenses approximate their fair values because of the short-term nature
of these instruments.




                                      F-15

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004




Note 2  -  ORGANIZATION, MERGER, ACQUISITIONS OF COMMON STOCK OF CYCLE
           COUNTRY - IOWA AND OPERATING FACILITY AND INITIAL PUBLIC OFFERING
           -----------------------------------------------------------------

Cycle Country (Nevada) was incorporated in the State of Nevada on August 15,
2001 as a C corporation.  On August 21, 2001, Cycle Country (Nevada) acquired
all of the outstanding common stock of Cycle Country (Iowa) for $4,500,000 in
cash and 1,375,000 shares of common stock of Cycle Country (Nevada).

Cycle Country (Iowa) was incorporated in the State of Iowa in 1983 and operated
as a Subchapter S corporation until August 21, 2001.  Okoboji Industries Corp.
("Okoboji Industries"), an entity owned and managed by the same individuals as
Cycle Country (Iowa) (i.e. under common control), was incorporated in the State
of Iowa in 1987 and operated as a Subchapter S corporation until August 14,
2001.

On August 14, 2001, Cycle Country (Iowa) and Okoboji Industries merged.
Okoboji Industries manufactured the plastic wheel covers for what is
considered the Company's Plastic Wheel Cover segment (see Note 15).  Since
both Cycle Country (Iowa) and Okoboji Industries were entities under common
control, this transaction has been accounted for in a manner similar to
a pooling of interests.



Note 3  -  INVENTORIES
           -----------
The components of inventories at September 30 are summarized as follows:

                                                   2005            2004

		Raw Materials   		$ 2,241,919	$ 1,759,936
                Work in Progress                    679,560          62,460
                Finished Goods                    2,137,505       1,688,879
                Inventory Reserve                (   67,188)     (   30,224)
                                                     ------          ------
                     Total Inventories          $ 4,991,796     $ 3,481,051
                                                  =========       =========

Note 4  -  PREPAID EXPENSES AND OTHER
	Prepaid expenses and other at September 30 consisted of the following:

                                                   2005            2004

		Prepaid Insurance   		$    98,331	$    64,392
                Prepaid Lease                        14,554               -
                Prepaid Promotion                         -         208,563
                Prepaid Stock Exchange Fee            5,000           5,000
                Other                                 5,057             253
                                                      -----             ---
		     Total Prepaid Expenses and
                       Other                    $   122,942     $   278,208
                                                    =======         =======


                                      F-16


<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004


Note 5  -  ACQUIRED INTANGIBLE ASSETS
           --------------------------

	Acquired intangible assets consist of the following:

                                              As of September 30, 2005
                                              ------------------------
				Weighted-
				Average   	Gross
				Amortization	Carrying 	Accumulated
				   Period   	 Amount  	Amortization

 Amortized Intangible Assets
   Covenant Not to Compete
     Agreements                   5           $  78,000         $ 55,633
   Patents                       12.67           66,846           19,008
                                                 ------           ------
                                              $ 144,846         $ 74,641

 Unamortized Intangible Assets
   Trademarks                                   110,800
     Total Acquired Intangible                  -------
       Assets                                 $ 255,646
                                                =======


                                              As of September 30, 2004
                                              ------------------------
				Weighted-
				Average   	Gross
				Amortization	Carrying	Accumulated
				   Period   	 Amount 	Amortization

 Amortized Intangible Assets
   Covenant Not to Compete
     Agreements                    5            $  78,000       $ 40,033
   Patents                        11.50            65,641         13,354

                                                $ 143,641       $ 53,387
 Unamortized Intangible Assets
   Trademarks                                     110,740
     Total Acquired Intangible
       Assets                                   $ 254,381


Amortization expense totaled $21,254 and $20,812 during fiscal 2005 and 2004,
respectively.



                                      F-17



<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004






Note 5  -  ACQUIRED INTANGIBLE ASSETS
           --------------------------
(Cont.)

The estimated future amortization expense for each of the five succeeding years
is as follows:

	  Years Ending September 30,
		         2006   		$     20,813
		         2007   		$     11,979
		         2008   		$      5,212
		         2009   		$      5,212
		         2010   		$      5,212


Note 6  -  PROPERTY, PLANT AND EQUIPMENT
           -----------------------------

Property, plant, and equipment, their estimated useful lives, and related
accumulated depreciation at September 30, are summarized as follows:

				Range of
				Lives in
                                 Years          2005                 2004

         Land                        -          $    499,820    $    380,000
         Land Improvements        15 - 20            153,471               -
         Building                 15 - 40          7,367,707       1,735,127
         Plant Equipment             7             6,802,971       1,628,463
         Tooling and Dies            7               690,217         670,507
         Vehicles                  3 - 7             779,969         699,314
         Office Equipment          3 - 7             528,588         417,812
         Construction in Progress    -               141,271               -
                                                     -------         -------
                                                $ 16,964,014     $ 5,531,223
         Less:  Accumulated Depreciation         ( 3,019,446)     (2,632,250)
                                                  ----------       ---------
                                                $ 13,944,568     $ 2,898,973
                                                  ==========       =========

Note 7  -  OTHER ASSETS
           ------------

The components of other assets at September 30 are summarized as follows:

                                                        2005      2004

      Unamortized Loan Costs                     $     11,121        -
      Investment in Golden Rule (Bermuda),
        Ltd.                                           25,000   $  25,000
      Cash Surrender Value of Life
        Insurance                                     108,289           -
                                                      -------      ------
      Total Other Assets                         $    144,410   $  25,000
                                                      =======      ======


                                      F-18


<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004

Note 8  -  ACCRUED EXPENSES
The components of accrued expenses at September 30, are summarized as follows:

                                                  2005           2004

      Distributor Rebate Payable              $ 280,388       $ 399,064
      Accrued Salaries and Related
        Benefits                                293,585         179,072
      Accrued Warranty Expense                   45,000          45,000
      Accrued Real Estate Tax                    94,328          31,289
      Accrued Royalty Expense                     4,990          19,160
      Accrued Insurance Expense                  44,047          27,084
      Accrued Retirement Plan Contribution            -          29,208
      Accrued Interest                            6,527               -
      Accrued Director Fees                       6,500               -
                                                  -----         -------
        Total Accrued Expenses                $ 775,365       $ 729,877
                                                =======         =======

Note 9  -  BANK NOTES PAYABLE
           ------------------
On April 29, 2005, the Company and its commercial lender amended the original
secured credit agreement dated August 21, 2001.  Under the terms of the amended
secured credit agreement, the Company entered into a note payable for
$4,000,000 (Note One) and a second note payable for $3,000,000 (Note Two) with
the commercial lender, replacing the single note entered into under the
original secured credit agreement.  The Notes were collateralized by all of the
Company's assets, and were payable in monthly installments of $34,297 until
April, 2020 for Note One and $44,186 until April, 2012 for Note Two, including
principal and interest at prime + 0.50% (7.25% at September 30, 2005) for Note
One and principal and interest at prime + 0.50% (7.25% at September 30, 2005)
for Note Two.  The variable interest rate can never exceed 9.0% or be lower
than 5.0% for Note One and Note Two, respectively.  The interest rate is
adjusted daily, and payments are applied first to interest and then to
principal.  At September 30, 2005, $3,938,253 and $2,860,292 for Note One and
Note Two, respectively, were outstanding.

Additionally, any proceeds from the sale of stock received from the exercise of
warrants are to be applied to any outstanding balance on the Notes or the Line
of Credit described below.



                                      F-19

<PAGE>



CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004


Note  9 -  BANK NOTES PAYABLE
           ------------------

(Cont.)	Aggregate maturities of notes bank payable at September 30, 2005, are as
follows:

	  Years Ending December 31,
          -------------------------
		         2006   		$   465,654
		         2007   		$   499,116
		         2008   		$   535,372
		         2009   		$   576,659
		         2010   		$   619,884
		         Thereafter   		$ 4,101,860

The Company has a Line of Credit for the lesser of $1,000,000 or 80% of
eligible accounts receivable and 35% of eligible inventory.  The Line of Credit
bears interest at prime plus 0.75% (7.50% at September 30, 2005) and is
collateralized by all of the Company's assets.  The variable interest rate can
never exceed 10% or be lower than 4.75%.  The Line of Credit matures on
December 31, 2006.  There was no outstanding balance on the Line of Credit at
September 30, 2005 and 2004, leaving an available balance of $1,000,000.

The secured credit agreement contains conditions and covenants that prevent or
restrict the Company from engaging in certain transactions without the consent
of the commercial lender and require the Company to maintain certain financial
ratios, including term debt coverage and maximum leverage.  In addition, the
Company is required to maintain a minimum working capital and shall not declare
or pay any dividends or any other distributions.  At September 30, 2005, the
Company met its financial ratio requirements.  At September 30, 2004, the
Company was not required to meet any of the required financial ratios, as all
notes were paid in full.


Note 10 -  INCOME TAXES
           ------------

	The provisions for income taxes for the years ended
	September 30, 2005 and 2004, consist of the following:

                                                     2005         2004
		Current Tax Provision
                  Federal                      $   368,762     $ 567,076
                  State                              6,462        16,704
                                                     -----        ------
                                               $   375,224     $ 583,780
		Deferred Tax Provision
                  Federal                      $   135,486     $  26,214
                                                   -------        ------
                   Total Income Tax Provision  $   510,710     $ 609,994
                                                   =======       =======

                                      F-20


<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004





Note 10 -  INCOME TAXES
           ------------
(Cont.)	Deferred Tax Assets and Liabilities at September 30, are comprised of
the following:

                                                      2005            2004
		Deferred Tax Assets
                -------------------
                  Inventory Reserve               $    18,975     $  10,276
                  Accrued Vacation                     52,711        20,444
                  Accrued Warranty                     15,300        15,300
                  Accrued Bonus                        16,496        23,862
		  Allowance for Uncollectible
                    Accounts                            3,400         3,400
                  Other                                     -         2,403
                                                      -------        ------
                       Total Deferred Assets      $   106,882     $  75,685
                                                      =======        ======

		Deferred Tax Liability
                ----------------------
                  Property and Equipment           (2,577,581)     (126,209)
                                                    ---------       -------

                     Net Deferred Tax (Liability) $(2,470,699)    $( 50,524)
                                                    =========       =======

These amounts are included in the accompanying consolidated balance sheets at
September 30, under the following captions:

                                                      2005            2004

                Current Assets                  $   106,882       $  75,685
                Long-Term Liabilities            (2,577,581)       (126,209)
                                                  ---------         -------
                  Net Deferred Tax (Liability)  $(2,470,699)      $( 50,524)
                                                  =========          ======

No valuation allowance has been provided for the deferred tax assets at
September 30, 2005 or 2004, as full realization of these assets is more likely
than not.



                                      F-21


<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004





Note 10 -  INCOME TAXES
           ------------

(Cont.)	A reconciliation of the income tax provision (benefit) computed by
applying the federal statutory rate for the year ended September 30, 2005 and
2004, is as follows:

                                                      2005            2004

                Federal Statutory Tax              $ 449,582       $ 757,344
		Change in Effective Tax
                  Rate                                     -        ( 71,731)
                M-1 Items                             54,465        ( 56,172)
		Refund from Prior Year
		  Amended Return Due to
		  Extra-Territorial Income
                  Exclusion                                -       ( 31,624)
                Nondeductible Expenses                 2,398          1,577
		State and Local Income
		  Taxes, Net of Federal
                  Tax Benefit                          4,265         10,600
                                                       -----         ------
		     Total Income Tax
                       Provision                   $ 510,710      $ 609,994
                                                     =======        =======

Note 11 -  STOCKHOLDERS' EQUITY
           --------------------
Common Stock - The Company has 100,000,000 shares of $0.0001 par value common
stock authorized and 6,309,180 and 4,992,814 shares issued and outstanding at
September 30, 2005 and 2004, respectively.  Of the 6,309,180 shares of common
stock outstanding, 40,000 of these shares of common stock have warrants
attached which entitle the holder to purchase one share of common stock per
warrant at $4.00 per share.  Most of the previously issued warrants expired
August 21, 2005, leaving the 40,000 warrants, which will not expire until 2010.
The Company has the right, under certain circumstances, to redeem any
unexercised warrants at $0.0001 per share.  During the year ended September 30,
2005, the Company received $467,000 from the exercise of 116,750 warrants.  The
proceeds were available to the Company for general corporate purposes.

The Company has 20,000,000 shares of $0.0001 par value preferred stock
authorized and no shares issued and outstanding at September 30, 2005 and
2004, respectively.  The Board of Directors is authorized to adopt resolutions
providing for the issuance of preferred shares and the establishment of
preferences and rights pertaining to the shares being issued, including
dividend rates.



                                      F-22

<PAGE>



CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004





Note 11 -  STOCKHOLDERS' EQUITY
           --------------------

(Cont.)	In the event of any dissolution or liquidation of the Company, whether
voluntary or involuntary, the holders of shares of preferred stock described
above will be paid the full amounts they are entitled to receive before any
holders of common stock are entitled to receive, pro rata, any remaining assets
of the Company available for distribution to its stockholders.

Registration Statement - On May 20, 2004, the Company filed a Registration
Statement on Form SB-2 with the SEC to register a total of 615,000 shares of
common stock.  As of September 30, 2005 and 2004, 106,094 of the 615,000 shares
of common stock offered by the Company are not issued nor outstanding.  The
Registration Statement on Form SB-2 (Amendment No. 1) was declared effective by
the SEC on May 21, 2004, File No. 333-114713.

On July 3, 2002, the Company filed a Registration Statement on Form SB-2 with
the SEC to register a total of 500,000 shares of common stock, 155,000 shares
of which were offered by a selling stockholder and 345,000 shares of which were
offered by the Company.  As of September 30, 2005 and 2004, 198,734, of the
345,000 shares of common stock offered by the Company are not issued nor
outstanding.  The Registration Statement on Form SB-2 was declared effective by
the SEC on July 25, 2002, File No. 333-92002.

On June 14, 2005, the Company filed a Registration Statement on Form S-3 with
the SEC to register a total of 2,000,000 shares of common stock.  On October
11, 2005, the Company formally withdrew this Registration Statement on Form RW
based on various conferences with SEC staff, who asked that the Company
resubmit the Registration Statement on Form SB-2.


Note 12 -  NON-OPERATING INCOME (EXPENSE)
           ------------------------------

Non-Operating income (expense) for the years ended September 30, 2005 and 2004,
consisted of the following:

                                                      2005            2004
	Income
        ------
          Gain on Sale of Equipment               $  62,981       $   9,240
          Interest                                   23,690          21,803
          Other                                      20,696             856
                                                     ------          ------
              Total Income                        $ 107,367       $  31,899




                                      F-23


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004






Note 12 -  NON-OPERATING INCOME (EXPENSE)
           ------------------------------
(Cont.)
                                                      2005            2004
	Expense
                Interest                          $(198,750)      $(131,142)
                Investment                                -        ( 52,395)
                                                    -------         -------
                     Total Expense                $(198,750)      $(183,537)
                                                    -------         -------

		     Total Non-Operating Expense,
                       Net                        $( 91,383)      $(151,638)
                                                     ======         =======

Note 13 -  PENSION AND PROFIT SHARING PLAN
           -------------------------------
Effective March 1, 2004, the Company established a 401(K) Retirement Savings
Plan, which allows qualified employees to defer the maximum portion of their
earnings allowed by law.  The plan also allows discretionary and matching
contributions from the Company.  The Company matches 25% of the employee
contribution, up to a max contribution of 1% of the employees compensation.
Company contributions to the plan totaled approximately $14,000 and $35,000 for
the years ended September 30, 2005 and 2004, respectively.


Note 14 -  BUSINESS CONCENTRATIONS
           -----------------------

At September 30, 2005, customers with the two largest outstanding accounts
receivable balances totaled approximately $531,587 or 27% of the gross accounts
receivable.  At September 30, 2005, the outstanding accounts receivable
balances of customers that exceeded 10% of gross accounts receivable are as
follows:

                                                        Percent
                                                        of Gross
                                        Accounts        Accounts
		        Customer	Receivable	Receivable
                        ------------------------------------------
                          A             $ 316,568        16 %
                          B             $ 215,019        11 %






                                      F-24



<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004






Note 14 -  BUSINESS CONCENTRATIONS
           -----------------------
(Cont.)	At September 30, 2004, customers with the three largest outstanding
accounts receivable balances totaled approximately $694,442 or 57% of the
gross accounts receivable.  At September 30, 2004, the outstanding accounts
receivable balances of customers that exceeded 10% of gross accounts receivable
are as follows:

                                                        Percent
                                                        of Gross
                                        Accounts        Accounts
		        Customer	Receivable	Receivable
                        ------------------------------------------
                          A              $ 404,694        33 %
                          B              $ 145,442        12 %
                          C              $ 144,306        12 %


Sales to the Company's major customers, which exceeded 10% of net sales,
accounted for approximately 18.49% and 11.02% each of net sales in fiscal
2005 and approximately 23.75%,12.71% and 12.09% each of net sales in fiscal
2004.

The Company believes it has adequate sources for the supply of raw materials
and components for its production requirements.  The Company's suppliers are
located primarily in the state of Iowa.  The Company has a policy of
strengthening its supplier relationships by concentrating its purchases for
particular parts over a limited number of suppliers in order to maintain
quality and cost control and to increase the suppliers' commitment to the
Company.  The Company relies upon, and expects to continue to rely upon,
several single source suppliers for critical components.  During fiscal 2004,
the Company purchased approximately $8,140,000 of raw materials from one
vendor, which represented approximately 61% of materials used in products sold
during the year.  During fiscal 2005, the Company acquired its major supplier,
Simonsen Iron Works, Inc., as more fully described in Note 1.






                                      F-25


<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004






Note 15 -  SEGMENT INFORMATION
           -------------------
Segment information has been presented on a basis consistent with how business
activities are reported internally to management.  Management solely evaluates
operating profit by segment by direct costs of manufacturing its products
without an allocation of indirect costs.  In determining the total revenues by
segment, freight income and sales discounts and allowances are not allocated to
each of the segments for internal reporting purposes.  The Company has three
operating segments which assemble, manufacture, and sell a variety of products:
 ATV Accessories, Plastic Wheel Covers, and Lawn and Garden.  ATV Accessories
is engaged in the design, manufacture, and sale of ATV accessories such as
snowplow blades, lawnmowers, oil filters, spreaders, sprayers, tillage
equipment, winch mounts, and utility boxes.  Plastic Wheel Covers manufactures
and sells injection-molded plastic wheel covers for vehicles such as golf carts
and light-duty trailers.  Lawn and Garden is engaged in the design, assembly,
and sale of lawn and garden accessories through the Weekend Warrior subsidiary.
 These lawn and garden accessories include lawnmowers, spreaders, sprayers, and
tillage equipment.  The significant accounting policies of the operating
segments are the same as those described in Note 1.  Sales of snowplow blades
comprised approximately 61.5% of ATV Accessories revenues during each year.
Sales of snowplow blades comprised approximately 56.1% of the Company's
consolidated total revenues during each year.


The following is a summary of certain financial information related to the two
segments:

                                                    2005            2004
	Total Revenues by Segment
		ATV Accessories   		$ 15,670,251	$ 19,076,096
                Plastic Wheel Covers               1,461,196       1,717,830
                Lawn and Garden                      340,363         333,578
                                                  ----------      ----------
                  Total Revenues by Segment     $ 17,471,810    $ 21,127,504

        Freight Income                               128,374         160,360
        Sales Discounts and Allowances           (   418,721)    (   622,190)
                                                     -------         -------
                     Total Combined Revenue     $ 17,181,463    $ 20,665,674
                                                  ==========      ==========


                                      F-26


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004






Note 15 -  SEGMENT INFORMATION
           -------------------
(Cont.)                                               2005            2004
	Operating Profit by Segment
		ATV Accessories   		$  6,228,662	$  5,824,274
                Plastic Wheel Covers                 616,239         889,717
                Lawn and Garden                      144,478         129,247
                Freight Income                       128,374         160,360
                Sales Allowances                 (   418,721)    (   622,190)
                Factory Overhead                 ( 1,364,978)    ( 1,068,228)
		Selling, General and
                  Administrative                 ( 3,920,370)    ( 2,985,598)
                Interest Income (Expense), Net   (   175,060)    (   109,339)
                Other Income (Expense), Net           83,677     (    42,299)
                Income Tax (Expense) Benefit     (   510,710)    (   609,994)
                                                     -------         -------
		     Net Income   		$    811,591	$  1,565,950
                                                     =======       =========

	Identifiable Assets
		ATV Accessories   		$ 21,845,814	$  5,813,571
                Plastic Wheel Covers                 668,816         680,658
                Lawn and Garden                      730,577         144,359
                                                     -------         -------

                     Total Identifiable Assets  $ 23,245,207    $  6,638,588

        Corporate and Other Assets                 4,455,838       4,195,076
                                                   ---------       ---------
		     Total Assets   		$ 27,701,045	$ 10,833,664
                                                  ==========      ==========
	Depreciation by Segment
		ATV Accessories   		$    273,253	$     92,690
                Plastic Wheel Covers                 107,052         113,526
                Lawn and Garden                        6,742           3,827
                Corporate and Other                  157,555         132,422
                                                     -------         -------
                     Total Depreciation         $    544,602    $    342,465
                                                     =======         =======
	Capital Expenditures by Segment
		ATV Accessories   		$  9,760,979	$    147,302
                Plastic Wheel Covers                  47,650           9,032
                Lawn and Garden                      230,477           2,605
                Corporate and Other                1,576,720         167,606
                                                   ---------         -------
                     Total Capital Expenditures $ 11,615,826    $    326,545
                                                  ==========         =======


F-27

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005 AND 2004





Note 15 -  SEGMENT INFORMATION
           --------------------
(Cont.)	The following is a summary of the Company's revenue in different
geographic areas during the years ended September 30, 2005 and 2004:

                                                      2005            2004

		United States   		$ 15,104,917	$ 19,035,139
                Other Countries                    2,076,546       1,630,535
                                                  ----------      ----------
		     Total Revenue   		$ 17,181,463	$ 20,665,674
                                                  ==========      ==========

As of September 30, 2005 and 2004, all of the Company's long-lived assets are
located in the United States of America.  During fiscal 2005 and 2004, ATV
Accessories had sales to individual customers which exceeded 10% of total
revenues, as described in Note 14.  Plastic Wheel Covers and Lawn and Garden
did not have sales to any individual customer greater than 10% of total
revenues during fiscal 2005 and 2004.


Note 16 -  COMMITMENTS AND CONTINGENCIES
           -----------------------------

Letters of Credit - Letters of credit are purchase guarantees that ensure the
Company's payment to third parties in accordance with specified terms and
conditions which amounted to approximately $136,000 and $115,000, as of
September 30, 2005 and 2004, respectively.


Note 17 -  LEGAL PROCEEDINGS
           -----------------
Prior to the merger, Simonsen Iron Works, Inc. was named a defendant in a wage
discrimination lawsuit filed by Lori Christenson, in the Iowa District Court in
and for Clay County, IA (Case No. LACV 25639) that was filed on November 13,
2003.  The suit was filed seeking monetary damages under the Equal Pay Act and
for Retaliatory Discharge.  Upon a motion for summary judgment sought by
Simonsen, the court dismissed the count based on the Equal Pay Act during the
third quarter of fiscal 2005.  At that time, the court allowed the retaliatory
discharge claim but Simonsen subsequently filed a motion to reconsider and
dismiss this charge as well.  As of the date of this report, the court has
ruled and denied this motion, the remaining portion of the case is presently
set to go to trial in 2006.  Simonsen, and now the Company, have contested the
case vigorously and do not expect its outcome to have a material impact on its
financial position.




                                      F-28

<PAGE>






          INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTARY INFORMATION





To the Board of Directors
  of Cycle Country
  Accessories Corp. and Subsidiaries
Milford, Iowa


Our report on the consolidated financial statements of Cycle Country
Accessories Corp. and Subsidiaries for the years ended September 30,
2005 and 2004 appears on page F-1.  The audits were conducted for the
purpose of forming an opinion on the basic consolidated financial statements
taken as a whole.  The supplementary information in Schedules 1 and 2
pertaining to fiscal 2005 and 2004 is presented for purposes of additional
analysis and is not a required part of the basic consolidated financial
statements.  Such information has been subjected to the auditing procedures
applied in the audits of the basic consolidated financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic consolidated financial statements for the years ended September 30,
2005 and 2004, taken as a whole.



/s/ Henjes, Conner & Williams, P.C.
                                 Certified Public Accountants


Sioux City, Iowa
November 11, 2005















                                      F-29

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES                 SCHEDULE 1

CONSOLIDATED SCHEDULE OF GROSS PROFIT

FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004

<TABLE>
<CAPTION>



                                                   2005                       2004
                                                   ----                       ----
                                                          % of                     % of
                                           Amount        Revenue        Amount      Revenue
                                           ------        -------        ------      -------

<S>                                       <C>             <C>         <C>            <C>
REVENUE                                    $ 17,181,463    100.0 %     $ 20,665,674    100.0 %


DIRECT MANUFACTURING COSTS
        Materials Purchased                $  9,287,646    54.1 %      $ 13,290,419    64.3 %
        Salaries - Direct                  $  1,175,565     6.8 %      $    904,568     4.4 %
        Royalty                            $     18,617      .1 %      $     89,080      .4 %
        Other                              $        603      -         $        199       -

FACTORY OVERHEAD
        Salaries - Administrative          $    134,464      .8 %      $    121,462      .6 %
        Salaries - Other                        108,325      .6             74,887       .4
        Salaries - Officers                      46,826      .3             38,041       .2
	Depreciation and
                Amortization                    201,522     1.2            198,948      1.0
        Freight                                 131,708      .8            133,264       .6
        Insurance                               164,522     1.0            102,876       .5
        Payroll Taxes                            83,799      .5            104,660       .5
        Repair and Maintenance                  123,841      .7             68,352       .3
        Utilities                               119,850      .7             60,866       .3
        Employee Health Insurance                62,735      .4             51,297       .2
        Other Production Costs                   41,428      .2             53,299       .2
        Legal and Accounting                     18,682      .1              9,291       .1
        Real Estate Taxes                        53,867      .3             20,964       .1
        Instruction Supplies                      4,104       -             12,510       .1
	Office and Shipping Supplies
                and Postage                      12,390      .1              9,673       .1
        Shop Supplies                            37,186      .2              6,102        -
        Contract Labor                           19,729      .1              1,736         -
                                              ---------     ---         ----------     ----
                        Total FActory
                          Overhead         $  1,364,978     8.0 %     $  1,068,228      5.2 %
                                              ---------     ---         ----------     ----

			Total Cost of Goods
                          Sold             $ 11,847,409    69.0 %     $ 15,352,494     74.3 %
                                             ----------    ----         ----------     ----
                        Gross Profit       $  5,334,054    31.0 %     $  5,313,180     25.7 %
                                             ==========    ====         ==========     ====


</TABLE>



                  See the Accompanying Independent Auditors'
                     Report on Supplementary Information

                                      F-30


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES	SCHEDULE 2

CONSOLIDATED SCHEDULE OF SELLING, GENERAL
       AND ADMINISTRATIVE EXPENSES

FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004





<TABLE>
<CAPTION>



                                                   2005                       2004
                                                   ----                       ----
                                                          % of                     % of
                                           Amount        Revenue        Amount      Revenue
                                           ------        -------        ------      -------

<S>                                       <C>             <C>         <C>            <C>
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES
        Salaries - Administrative         $   419,209      2.4 %       $   350,624     1.8 %
        Salaries - Officers                   327,506      1.9             186,311      .9
        Salaries - Shipping                   226,073      1.3             175,300      .8
	Salaries - Research and
                Development                   108,244       .6              77,401      .4
        Advertising                           346,320      2.0             381,937     1.8
        Shipping and Handling Costs           209,648      1.2             203,512     1.0
        Legal and Accounting                  168,140      1.0              77,785      .4
	Depreciation and
                Amortization                  364,334      2.1             164,329      .8
        Insurance                             304,505      1.8             189,141      .9
	Office and Shipping Supplies
                and Postage                   101,751       .6             102,843      .5
        Fuel and Fuel Tax                     126,214       .7             128,368      .6
        Commissions                           133,111       .8              81,523      .4
	Payroll Taxes and Other
                Employee Benefits               136,984     .8              57,160      .3
        Retirement Plan Contribution            14,094      .1              35,059      .2
        Other Professional Fees                 361,570    2.1             298,291     1.4
        Repairs and Maintenance                 75,550      .4              88,180      .4
        Employee Health Insurance               131,006     .8              54,426      .3
        Telephone                                39,100     .2              34,134      .2
        Travel                                   35,168     .2              32,279      .2
        Warranty                                 28,340     .2              43,512      .2
        Show Expense                             48,819     .3              28,319      .1
        Research and Development                 12,087     .1              14,255      .1
        Real Estate Tax                          30,616     .2              21,993      .1
        Shop Supplies                            30,454     .2              12,205      .1
        License and Fees                         23,049     .1              29,966      .1
        Utilities                                24,000     .1              12,000       -
        Bonuses - Officers                       48,517     .3              69,370      .4
        Meals and Entertainment                  14,108     .1               9,276       -
        Contract Labor                            7,137      -               6,943       -
        Contributions                            10,379     .1               8,468       -
        Promotions                               11,409     .1               1,047       -
        Continuing Education                      4,054      -               4,619       -
        Bad Debts (Recovery)                 (    1,841)     -                 555       -
        Miscellaneous                               715      -               4,467       -
			Total Selling, General
			  and Administrative
                          Expenses          $ 3,920,370   22.8 %       $ 2,985,598     14.4 %


</TABLE>

                  See the Accompanying Independent Auditors'
                    Report on Supplementary Information

                                      F-31



<PAGE>

Signatures

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on December 29, 2005.

        CYCLE COUNTRY ACCESSORIES CORP.

	By:	/s/ Ron Hickman
            -------------------------------
		Ron Hickman
		Principal Executive Officer,
                President and Director


In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities indicated on December 29, 2005.

By:	/s/ Ron Hickman		Principal Executive Officer, President and
   -----------------------
	Ron Hickman 		Director

By:     /s/ David Davis         Principal Financial Officer and
   -----------------------
	David Davis		Principal Accounting Officer


By:	/s/ F.L. Miller		Director
   ------------------------
	F.L. Miller

By:	/s/ Jim Danbom		Director
   ------------------------
	Jim Danbom

By:     /s/ L.G. Hancher Jr.    Director
   -------------------------
	L.G. Hancher Jr.

By:     /s/ Rod Simonson        Director
   -------------------------
	Rod Simonson

By:	/s/ Alan Bailey		Director
   -------------------------
	Alan Bailey

By:	/s/ John Gault		Director
   -------------------------
	John Gault


<PAGE>