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, 2006

[  ] 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)

                   1701 38th Ave. West, Spencer, Iowa 51301
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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
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                               (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, 2006
were $16,464,214.

As of December 20, 2006, the aggregate market value of the
voting stock held by non-affiliates of the registrant (based on
a closing price of $1.85 per share held by non-affiliates on
December 20, 2006) was $6,427,115

The number of shares of the registrant's common stock, par
value $0.0001 per share, outstanding as of December 20, 2006
was 7,350,008.

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, assemble, and manufacture a majority of
the accessory products at our Spencer facility, which is the
site of Simonsen Iron Works, Inc.  Our Milford facility serves
as our light manufacturing, warehousing, and shipping
facility.  We completed the relocation of our corporate headquarters
during the first quarter of fiscal 2007 to our Spencer facility from
our Milford facility.

       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

<PAGE>

4the United States, most of which have sold our products
continuously for the past 25 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 11
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 with our Weekend Warrior products.  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
42% of our net sales in the year ended September 30, 2006.  Two
of these three customers have represented a significant amount
of our business every year for the past 20 years.  While the
percentage of total net sales these customers represent should
decrease as our sales grow in other areas, such as Weekend
Warrior, we do anticipate these customers will continue to
represent a significant amount of our business.


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 (MIC) and
Powersports Business, in 2005 there were approximately 1
million ATV's sold worldwide.  This represented about a 10%
decrease from 2004.  2006 worldwide ATV sales are forecasted to
not change from 2005 figures, remaining at about 1 million
units according to MIC, Powersports Business and A.G. Edwards &
Sons estimates.  While traditional OEMs are seeing flat to

<PAGE>


little growth, low-cost nontraditional Asian ATV imports are
growing in double-digits with 150,000 to 200,000 units sold for
2005 and could make up about 20% of the industry according to
Powersports Business and other industry sources.  According to
Baird Research 71% of all units sold are Utility, 21% are Sport
Quads, and 8% are in the Youth category.  According to a
Dealernews survey, 43% of responding dealers expect 2007
utility ATV accessory sales to increase over 2006 sales.  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.

       Weekend Warrior (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 2005 topped
204,000 according to Power Products Marketing (PPM), up 23%
from 2004.  PPM reports that utility vehicle sales continue to
be in the double-digits, with North American UTV sales expected
to crack the 300,000-unit barrier in 2008. Power Products John
Deere, with their Gator, is the market leader, with Yamaha,
Kawasaki, Polaris, and Kubota the other major OEMs in the UTV
market.  We make accessories that fit all of the major OEM UTV
models, plus others.  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, such as PEP
Boys, to introduce these accessories into their product lines.

       Contract Manufacturing:

       This business segment was formally created during the
first quarter of Fiscal 2006 by management to monitor and
manage the expansion of our contract manufacturing services
provided by our Spencer facility, which was formerly Simonsen
Iron Works.  With ample production capacity and unique
fabrication and painting capabilities, management believes that
increasing the fabrication of parts and the manufacture of
products to other Original Equipment (OE) manufacturers and
businesses, both regionally and nationally, will also provide
the company with a significant source of revenues in quarters
traditionally slow for our main ATV Accessories business
segment.


<PAGE>

COMPANY HISTORY

       Cycle Country's market research has been a continued work
in process for the past 25 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 2006, approximately
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,
moldboard plow, disc harrow, furrower, cultivator, rake, and
row planter.  We also manufacture winches, winch mounts,
chains, gun racks, 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 fourth year in the
lawn & garden industry, utilizing some current products as well
as creating new items specifically for that industry.  Our
acquisition four years ago of Weekend Warrior, with its garden
utility attachments and retail customer base, has provided us
with new products and new markets within the lawn and garden
industry.  Another acquisition four 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.  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.  This acquisition has also created



<PAGE>

another source for the company to grow by providing contract
manufacturing to other OE manufacturers and businesses.


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, assemble, and package our products from
high-quality parts produced primarily at our Spencer facility
(Simonsen Iron Works, Inc.).  The following lists the major ATV
accessory products and their proportion of total sales of the
ATV accessory segment for the year ended September 30, 2006,
which approximates 74% of total company sales: (a) Blades: 68%,
(b) Winches and Winch Mounting Kits: 5%, (c) Mowers: 4%, (d)
Tillage Equipment: 1%, (e) Sprayers: 2%, (f) Spreaders: 1%.
"Other" products comprise the remaining 19% 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: 5%, electric blade lift system: 2%, trailers: 2%.

       Our major ATV accessory products include:

Blades.

       We manufacture five sizes of steel straight blades, which
include 42", 48", 54", 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.

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,
2,500 (new) and 3,000 pound capacity winches.  Our winch mounts
are designed to receive all of the major brands of ATV winches.

<PAGE>

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 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, steel mesh baskets, and bed lift kits for various
utility vehicles.  Through acquisitions four 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 four years and we believe there still
is potential to be realized through the pursuit of new markets,
new customers, and new OEM private-label opportunities.

<PAGE>

       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 11% 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, Maxam, and the new 'SS' Wheel cover.  The 'SS'
has done very well in its first year of production and we plan
to continue introducing other new wheel covers modeled after
classic automobile "mags".

       Weekend Warrior (Lawn and Garden)

       This segment, formerly known as our Lawn and Garden
business segment, contains products which feature pull-behind
implements, 3-point implements, bed lifts, gun and tool racks,
soft goods, and other items designed and built primarily for
utility vehicles (UTVs), utility ATVs, as well as garden
tractors.  Our products enhance the functionality and
versatility of these tractors and utility vehicles.  This
segment represents approximately 5% 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,
soft goods, bed lift, and a full line of three-point tillage
equipment.  New for fiscal 2006 was a 52" blade system.  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.

       Contract Manufacturing

       This business segment was formally created during the
first quarter of Fiscal 2006 by management to monitor and
manage the expansion of our contract manufacturing services
provided by our Spencer facility, which was formerly Simonsen
Iron Works.  This segment represents approximately 11% of our
total company sales.  With ample production capacity and unique
fabrication and painting capabilities, management believes that
increasing the fabrication of parts and the manufacture of
products to other OE manufacturers and businesses, regionally
and nationally, will also provide the company with a
significant source of revenues in quarters traditionally slow
for 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 six product design professionals that
work with CAD/CAM technology in the design of new products.
This Engineering 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 were 1% of net sales for


<PAGE>

fiscal 2006 and just under 1% for fiscal 2005.  Management
considers the engineering group a critical factor to the
company's future and current success.

       New products introduced in 2006 included: the 'SS' Wheel
cover, Weekend Warrior 52" blade system, and a stackable
universal handlebar switch for use in our winches, electric
lift, and other accessories that require a switch.   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.

       We are continually developing and researching new
products, processes, and new applications for existing
products. We currently have approximately 30 new products or
current product improvements slated to be worked on by our
Engineering department during fiscal 2007.  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 recently patented our 'SS' Wheel cover and 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.  We also have begun the process to
patent two new products whose patents should be completed and
approved in early fiscal 2007.


SUPPLIERS

       During fiscal 2006, the Company purchased approximately
$932,000 of raw materials from one vendor, which represented
approximately 14% of materials used in products sold during the
year.  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 continuously evaluates suppliers to assure
that quality, cost and reliability are adequate and to assure
ourselves that we have not become dependent on a single supplier for
any of our key materials.

	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 period October 1, 2004 through April 29,
2005, we purchased approximately $3,907,000 of goods from Simonsen.


<PAGE>

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.
We added two distributors this year.

       During the year ended September 30, 2006, domestic
accessory sales represent approximately 73% of our total ATV
Accessory sales.  For 2006, our largest distributor accounted
for 26% of our domestic accessory sales and our five largest
distributors accounted for 65% 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 had also cooperated
with John Deere to provide licensed accessories for its
line of recently discontinued Utility ATV's.  Products
included bags, plow kits, helmets, gloves, gun rack, grab
light, and an ATV cover that Cycle Country manufactured
and distributed to authorized John Deere ATV dealers as
officially licensed product.  As both of us continue to
sell off our remaining inventory at discounted prices, we
continue to work closely with Deere on other projects and
in other areas. We have cooperated with Masterlock as well
to provide winch mounts for their own brand of winch that
is sold primarily in Wal-Mart stores across the country.
OEM sales during the year ended September 30, 2006
represent approximately 10% 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.


<PAGE>

International Distribution

       We distribute our products internationally through 11
distributors that sell our products in over 30 countries.  This
department is in its 10th year of existence and has provided us
with a profitable expansion of the ATV Accessory segment of
business.  We were featured in a promotional hardbound book
printed in 2006 which was commissioned by the Iowa Department
of Economic Development as a tool to promote economic growth
internationally and domestically.

       International accessory sales represent approximately 16%
of our total ATV Accessory sales during the year ended
September 30, 2006.  We intend to continue expanding and
growing our international sales by supporting growth through
our current international distributors and developing
relationships with new international distributors.  We believe
that the international market will continue to be a significant
contributor to our long-term sales growth.  Powersports
Business and other industry sources indicate that ATV sales are
projected to grow approximately 12% internationally.

       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.

       Weekend Warrior (Lawn and Garden):

       We market our Weekend Warrior lawn and garden and utility
vehicle accessories mainly by selling to national and regional
retail outlets, such as PEP Boys, as well as by working with
lawn and garden equipment and utility vehicle equipment
manufacturers to introduce our accessories into their product
lines as well as creating new accessories for their product
lines.  As this segment is still a fairly new market for us, we
will continue to pursue opportunities with retail outlets,
OEM's and other direct-to-market distribution opportunities to
further our growth in this market.  Power Products Marketing
and other industry sources indicate that Utility Vehicles
(side-by-sides) will continue their double-digit growth in 2007
and 2008, cracking the 300,000-unit sales barrier in 2008.


       Contract Manufacturing:

       We market our contract manufacturing capabilities to
manufacturers and businesses primarily in a 150 to 200 mile

<PAGE>

radius of our Spencer facility.  We just recently, in early
fiscal 2007, engaged two sales rep. firms to grow and expand
our market to include all of the states surrounding Iowa.
Sales to customers are made directly by our sales staff.
Gaining new business from potential customers as well as
existing customers often requires that we submit a cost quote
that the customer then accepts or rejects.  We believe that
contract manufacturing will be a significant contributor to our
long-term sales growth.


Sales and Promotion

       ATV Accessories:

       We employ a sales force of four 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 international 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
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.

       Weekend Warrior (Lawn and Garden)

       We utilize a sales force of two people to market our
Weekend Warrior products.  Our primary method of penetrating

<PAGE>


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
calls on national and regional retail outlets, such as PEP
Boys, as well as other direct-to-market outlets.

       Each year we produce a catalog of our entire product line
and make a new video that demonstrates the applicability of our
products.  We use retail-ready boxing that has pictures and
graphics so that our product can attract the attention of the
retail outlet's customer. We also provide our retail outlet
customers plan-o-grams that specify product placement and
product mix based on a certain size of shelving section to
maximize sales at the retail outlet.  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 OEM or retail outlet
customers to demonstrate our products and address concerns that
may arise.

       Contract Manufacturing

       We marketed our capabilities utilizing one salesperson
during fiscal 2006.  We created a new video and brochure in
2006 that highlights our unique manufacturing capabilities and
expertise.  The video and brochure are provided to each new
potential customer as well as current customers.  Our
salesperson focused their efforts primarily within a 150 to 200
mile radius of our Spencer facility.  In early fiscal 2007,
management engaged two independent sales rep. firms to grow and
expand our market to include all of the states surrounding
Iowa.


Advertising

       We advertise our ATV and Weekend Warrior 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.  These websites will be expanded in fiscal 2007
and 2008 to add e-commerce capabilities and other tools to
expand the Company's presence and availability to consumers,
dealers and distributors "24/7/365".  The first stage will be a
shopping cart that will allow a consumer to create an exact
list of the accessories he wants or needs for his model
specific ATV or UTV that can be taken to any dealer for
purchasing.


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.

<PAGE>


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 and utility vehicle
accessory markets, our goal is to achieve a leading market
share in those markets.

       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, 2006, we have 102 full-time employees,
including 74 in production, 3 in sales, 9 in administration, 8
general office, 7 in research and development and 1 driver.  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 3.  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 distribution/light 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.

       In early fiscal 2007 we completed the relocation of our
principal corporate office to the Spencer facility from our Milford
facility.  By bringing all of the corporate office staff
together under one roof it will improve communications and
increase the efficiency of operations.

<PAGE>

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 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.  During the first
quarter of fiscal 2006 the court ruled on this motion to
reconsider and denied the motion, the remaining portion of the
case is presently set to go to trial in early calendar 2007.
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 2006

Fourth Quarter                        $2.30           $1.71
Third Quarter                         $3.50           $2.25
Second Quarter                        $3.93           $3.10
First Quarter                         $3.55           $2.72


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

       As of December 20, 2006, there were approximately 646
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

       The Company has not had any recent sales of unregistered
securities during the fiscal year ended September 30, 2006.

Issuer Purchases Of Equity Securities

       The Company has not repurchased any shares during the
fiscal year ended September 30, 2006.


Equity Compensation Plan Information

Plan category    Number of          Weighted-average       Number of securities
                 securities to      exercise price of      remaining available
                 be issued upon     outstanding options,   for future issuance
                 exercise of        warrants, and rights   under equity
                 outstanding                               compensation
                 options,                                  plans
                 warrants, and
                 rights

Equity
compensation
plans not
approved by
security
holders          100,000 (1)           $2.00                none





(1)  50,000 shares of restricted common stock of the company is to
be issued to the company's investor relations firm as part of the
total compensation to the firm for services provided per the written
agreement over a twelve month period commencing October 1, 2006.
Also, 50,000 shares of restricted common stock is to be issued to
the company's newly hired CEO and President as an inducement to
employment per the written employment agreement between the company
and the newly hired CEO, Mr. Kempf.  The agreement further provides
that 25% (12,500 shares) of the total shares are to be issued to the
CEO upon Mr. Kempf's first date of employment and then another 25%
is to be issued to Mr. Kempf upon reaching his 12, 24, and 36 month
employment anniversary dates, respectively.  The 50,000 shares for
the investor relations firm and the first installment of 12,500
shares for Mr. Kempf were issued in the first quarter of fiscal
2007.





<PAGE>

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
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.

<PAGE>

       In March of 2002, Perf-Form Products, Inc. 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.

       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.

       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, 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, assemble, and manufacture a
majority of the accessory products at our Spencer facility,
which is the site of Simonsen Iron Works, Inc.  Our Milford
facility serves as our light manufacturing, warehousing, and
shipping facility.  We completed the relocation of our corporate
headquarters during the first quarter of fiscal 2007 to our Spencer
facility from our Milford facility.

       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 25 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 11
international distributors distributing our products to over 30
countries.

       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 continuing our growth in the lawn and garden
industry with our Weekend Warrior products.  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-


<PAGE>

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.


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
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



<PAGE>

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,
2006 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
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, 2006, the
Company assessed the need for a valuation allowance on its
deferred tax assets.  A valuation allowance is provided when it


<PAGE>

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, 2006 vs Year
ended September 30, 2005
 	OVERALL.


<TABLE>
<CAPTION>


                   Fiscal Year 2006     Fiscal Year 2005     Increase       Increase
                                                           (Decrease) $    (Decrease) %

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

Revenue              $16,464,214         $17,181,463       $ (   717,249)         (  4.2%)

Cost of goods sold   $10,389,976         $11,847,409       $  (1,457,433)          (12.3%)

Gross profit         $ 6,074,238         $ 5,334,054       $     740,184            13.9%

Gross profit %             36.9%               31.0%                                 5.9%


</TABLE>

The decrease in revenues for the fiscal year ended September
30, 2006 was mainly attributable to our ATV accessories
business segment, which had a decrease in sales of
approximately 17% this year compared to last year.  However,
each of our other three business segments experienced increases
in sales for the fiscal year ended September 30, 2006 compared
to the fiscal year ended September 30, 2005.  Contract
Manufacturing increased approximately 155%, Weekend Warrior
increased approximately 139%, and our Plastic Wheel Cover
business segment increased approximately 22%.  The increase in
gross profit as a percentage of revenue was mainly attributable
to two factors: a) improved product pricing that ensures
adequate gross margins utilizing projected raw material cost
trends and b) reduction in material costs as a direct benefit
of the acquisition and merger of our largest supplier, Simonsen
Iron Works, during the third quarter of fiscal 2005.  The
decrease in sales for the ATV Accessories segment was due to
the sluggish sales all of our distributors experienced during
the first quarter of fiscal 2006 that in turn caused sluggish
sales for the Company.  The decrease was also due to OEM
product sales being substantially lower during fiscal 2006 as
compared to fiscal 2005, which management believes was due to
sluggish sales for the OEMs as well.  Strong increases in our
Weekend Warrior, Plastic Wheel Covers, and our new Contract
Manufacturing segments continue to provide support that the
initiatives and growth strategies management has implemented
and continues to develop are, and will, generate growing,
sustainable revenues for fiscal 2007 and beyond.



<TABLE>
<CAPTION>


                   Fiscal Year 2006     Fiscal Year 2005     Increase       Increase
                                                           (Decrease) $    (Decrease) %

<S>                  <C>                <C>               <C>             <C>
Selling, general
and
administrative
expenses               $4,707,215        $3,920,370        $  786,845        20.1%

</TABLE>


<PAGE>


As a percentage of revenue, selling, general, and
administrative expenses were 29% for the fiscal year ended
September 30, 2006 compared to 23% for the fiscal year ended
September 30, 2005.  The significant changes in operating
expenses for the twelve months ended September 30, 2006 as
compared to the twelve months ended September 30, 2005 were:
employee wage expense increased approximately $250,900, or 23%,
depreciation and amortization increased approximately $300,600,
or 83%, employee health insurance expense increased
approximately $158,500, or 121%, advertising costs increased
approximately $185,200, or 54%, and other professional fees
increased approximately $199,800, or 320%.  Offsetting these
increases was a reduction in fuel and fuel taxes of
approximately $52,000, or 41%, due to the elimination of the
Company's semi-truck fleet and a reduction in investor
relations expenses of approximately $223,100, or 75%, as the
company elected to not utilize an investor relations firm most
of the fiscal year as a cost reduction measure given the
decreased sales experienced during the first quarter.  Employee
wages, employee benefit expenses, insurance, depreciation
expense 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.  The lump-sum payment of 19 weeks of wages owed to
the former CEO under the employment agreement of approximately
$75,000 and payment of wages to our interim CEO of
approximately $101,000 are also contributing causes for the
significant increase in employee wage expense.  New advertising
initiatives such as a television commercial promoting our
Weekend Warrior products, new Contract Manufacturing brochures
and video, and new print ads for our Perf-Form Oil Filters and
Weekend Warrior products contributed to the increase in
advertising expense for the fiscal year ended September 30,
2006 compared to the fiscal year ended September 30, 2005.
Other professional fees increased as management engaged a
consulting firm to begin the planning, analysis and processes
documentation needed for compliance with Sarbanes-Oxley.  The
SOX consulting fees for fiscal 2006 totaled approximately
$66,000.  Also increasing other professional fees were expenses
related to the search for a new CEO of approximately $74,000.
During the latter part of the second quarter, additional
streamlining and consolidation of manufacturing and assembly
processes, consolidation of our engineering, research &
development to one location, and additional consolidation of
administrative and customer service tasks provided additional
cost and expense reductions during the third and fourth
quarters of fiscal 2006.  Management believes these
accomplishments will help alleviate the additional expenses the
Company will continue to incur over the next year as a result
of continued Sarbanes-Oxley work, finishing the implementation
and training of a new full scale manufacturing/distribution and
accounting software program, and pursuing ISO 9001:2000
certification.

Non-operating income (expense) decreased approximately
$442,800, or 485%, to $(534,146) for the year ended September
30, 2006, from $(91,383) for fiscal 2005.  The decrease was due
to a large loss on sale and disposal of assets of approximately $115,600
and an increase in interest expense of approximately $251,900.  The
large loss on sale of assets was due to management abandoning
approximately $156,000 of software and consulting fees relating
to a full scale manufacturing/distribution and accounting
software program shortly before the planned implementation



<PAGE>

date.  The decision to abandon the software was due to serious
flaws and incompatibilities between the company's methods of
conducting business and the uncompromising methods built into
the software not being made apparent until the final stages of
training and transaction testing was underway.

BUSINESS SEGMENTS  As more fully described in Note 15 to the
Consolidated Financial Statements, the Company operates four
reportable business segments:  ATV Accessories, Plastic Wheel
Covers, Weekend Warrior (formerly Lawn and Garden), and
Contract Manufacturing.  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, Weekend
Warrior utilizes a single-step distribution method, and our
Contract Manufacturing segment deals directly with other OE
manufacturers and businesses in various industries.

ATV ACCESSORIES


<TABLE>
<CAPTION>


                   Fiscal Year 2006     Fiscal Year 2005     Increase       Increase
                                                           (Decrease) $    (Decrease) %

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

Revenue               $12,396,341        $14,950,386       $ (2,554,045)       (17.1%)

Cost of goods sold    $ 5,908,237        $ 8,935,090       $ (3,026,853)       (33.9%)

Gross profit          $ 6,488,104        $ 6,015,296       $    472,808          7.9%

Gross profit %             52.3%              40.2%                             12.1%

</TABLE>

The decrease in ATV Accessories revenue for the twelve months
ended September 30, 2006 was due to the sluggish sales all of
our distributors experienced during the first quarter of Fiscal
2006 across all ATV products and brands.  Also contributing to
the decrease in revenue was OEM product sales decreasing
approximately 33% during fiscal 2006 as compared to fiscal
2005, which management believes was due to sluggish sales for
the OEMs as well.  The primary causes of the decreased sales is
the warm winter that impacted snowplow blade sales and reduced
consumer discretionary spending due to increased gasoline
prices and rising interest rates which impacted all of our
ATV accessory sales.  With the fourth quarter of fiscal 2006 not
producing sales that were significantly greater than the
previous year fourth quarter, the lost sales of the earlier
quarters was not able to be overcome entirely.  The decrease in
revenue was mainly attributable to a decrease in snowplow blade
sales of approximately $1,242,400, or 13%, a decrease of OEM
products sales, including John Deere and Land Pride, of
approximately $630,600, or 33%, a decrease in winch and winch
mount sales of approximately $295,300, or 32%, and a decrease
in electric blade lift sales of approximately $108,900, or 33%,
for the twelve months ended September 30, 2006 compared to the
twelve months ended September 30, 2005.  Also contributing to
the decrease in revenue was a decrease in basket sales of
approximately $53,400, or 29%, a decrease in sales of our bed
lift kits of approximately $39,000, or 21%, a decrease in sales
of Perf-Form oil filter products of approximately $41,600, or
7%, a decrease in spreader sales of approximately $31,000, or
15%, a decrease in sales of our three-point implements of
approximately $43,800, or 22%, a decrease in sales of our
mowers of approximately $27,100, or 5%, and a decrease in sales
of our blade angling kit of approximately $50,000, or 231%.
The increase in gross profit was mainly attributable to two
factors: a) maintaining product pricing that ensures adequate
gross margins utilizing projected raw material cost trends and
b) reduction in material costs as a direct benefit of the
acquisition and merger of our largest supplier, Simonsen Iron
Works, during the third quarter of Fiscal 2005.  Management
expects gross profit for Fiscal 2007 to stay consistent with,
or be slightly better than the fiscal 2006 profit percentage as
profit margin monitoring, cost containment efforts, and
assembly efficiencies will continue.



<PAGE>


Looking ahead to Fiscal 2007 we project a modest growth in
revenues with gross profits for our ATV Accessories maintaining
the 50% mark.  With a minimum of 9 new products due to be
released next year, new focus on accessories for the double-
digit growing Utility Vehicles and Asian ATV imports, stronger
efforts to reduce inventory levels and attain more JIT
agreements for our raw material, and a concerted effort to
actively market and build name recognition with dealers,
management believes that sales for ATV accessories will again
increase year over year and profit percentages will be
maintained.

PLASTIC WHEEL COVERS



<TABLE>
<CAPTION>


                   Fiscal Year 2006     Fiscal Year 2005     Increase       Increase
                                                           (Decrease) $    (Decrease) %

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

Revenue               $  1,777,953       $  1,461,196      $   316,757          21.7%

Cost of goods sold    $  1,052,275       $    844,957      $   207,318          24.5%

Gross profit          $    725,678       $    616,239      $   109,439          17.8%

Gross profit %              40.8%              42.2%                            (1.4%)

</TABLE>

The increase in revenues was due to an increase in sales to
golf car distributors and sales of our new 'SS' Wheel Cover,
which kicked off in earnest during the third quarter of Fiscal
2006.  This new 'SS' wheel cover, which has better gross
margins than our current wheel covers, generated approximately
$321,000 in new revenue during fiscal 2006.  Management is
projecting revenues for fiscal 2007 to grow by about 20-25%. We
are actively pursuing the development of other new wheel cover
designs to rejuvenate the market with new choices and sizes and
stimulate additional growth for this business segment.  In
fact, the next new cover has been designed and is anticipated
to be in production during our second quarter.  This new cover
has already generated requests by a couple large golf car OEMs
to have exclusive marketing and sales rights for the first
50,000 to 100,000 units.  In addition, we are developing a new
wheel cover for the trailer and cart industries.

Gross profit as a percentage of revenue decreased slightly as
an increase in plastic material costs of approximately 3% was
offset by a 1.2% decrease in direct labor costs. The direct
labor reduction was due to changes in production staffing and
shift hours that created new production efficiencies.
Management sourced a less expensive raw plastic and began using
it during the third and fourth quarters.  With expanded use
anticipated during fiscal 2007, this less expensive raw plastic
should reduce material costs going forward.  Management
continues to work at containing costs and finding labor and
production efficiencies to offset the continuing price
increases of raw plastic.

<PAGE>


WEEKEND WARRIOR (LAWN AND GARDEN)


<TABLE>
<CAPTION>


                   Fiscal Year 2006     Fiscal Year 2005     Increase       Increase
                                                           (Decrease) $    (Decrease) %

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

Revenue               $     814,325      $     340,363     $     473,962        139.3%

Cost of goods sold    $     491,153      $     195,885     $     295,268        150.7%

Gross profit          $     323,172      $     144,478     $     178,694        123.7%

Gross profit %               39.7%              42.5%                            (2.8%)


</TABLE>

This segment, formerly known as our Lawn and Garden business
segment, contains products which feature pull-behind
implements, 3-point implements, bed lifts, gun and tool racks,
soft goods, and other items designed and built primarily for
utility vehicles (UTVs), utility ATVs, as well as garden
tractors.  As growth in these markets continues this will allow
the company to address some of the seasonality of our ATV
accessory products by providing sales in quarters traditionally
slow in our ATV Accessories business segment.  The increase in
revenues was attributable to sales to a new national direct-
retail customer, PEP Boys, of approximately $617,400.  Looking
forward, management anticipates PEP Boys and other new and
current direct-retail customers to generate strong sales for
this segment in fiscal 2007.  As the segment with what
management believes to be the largest long-term growth
potential, approximately 134% growth projected for fiscal 2007,
advertising and other initiatives to encourage and support this
growth were undertaken in fiscal 2006 and will be continued in
fiscal 2007.  The slight decrease in gross profit for the
fiscal year ended September 30, 2006 as compared to the fiscal
year ended September 30, 2005 was mainly due to a slight change
in product mix as slightly less profitable products, such as
the soft bags, dominated sales in fiscal 2006. With the
introduction of a new blade system exclusively for the Weekend
Warrior product line and other planned accessory additions,
gross profit for fiscal 2007 should return to the 40% to 45%
range.

CONTRACT MANUFACTURING



<TABLE>
<CAPTION>


                   Fiscal Year 2006     Fiscal Year 2005     Increase       Increase
                                                           (Decrease) $    (Decrease) %

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

Revenue               $  1,834,814       $     719,865     $  1,114,949          154.9%

Cost of goods sold    $  1,111,107       $     506,500     $    604,607          119.4%

Gross profit          $    723,707       $     213,365     $    510,342          239.2%

Gross profit %              39.4%               29.6%                              9.8%


</TABLE>

This business segment was formally created during the first
quarter of fiscal 2006 by management to monitor and manage the
expansion of our contract manufacturing services provided by
our Spencer facility, which was formerly Simonsen Iron Works.
To facilitate comparison, contract manufacturing revenue and


<PAGE>

cost of goods sold for the last two months of the third quarter
of fiscal 2005 was reclassed from the ATV Accessories business
segment in the amount of $719,865 and $506,500, respectively.
Revenue increased due to fiscal 2006 being a full year compared
to fiscal 2005, which was only a partial year due to the merger
and acquisition being completed in the third quarter of Fiscal
2005.  Also contributing to the increased revenue is a small
amount of new business that was obtained during fiscal 2006.
Gross Profit as a percent of revenue increased as reduced
material costs added approximately 10% to gross profit.  With
ample production capacity and unique fabrication and painting
capabilities, management believes that increasing the
fabrication of parts and the manufacture of products to other
OE manufacturers and businesses, both regional and national,
will also provide the company with a significant source of
revenues in quarters traditionally slow for our main ATV
Accessories business segment.  Management believes that this
segment has the potential to generate a total of approximately
$2.3 million in revenue in fiscal 2007, or an increase of 24%.
Initiatives such as hiring two independent sales rep firms in
the first quarter of fiscal 2007 to sell our services and
capabilities and new promotional materials developed in fiscal
2006 are part of management's plan to achieve that revenue.
Opportunities to quote parts are increasing substantially in
the first quarter of fiscal 2007 and some of these quotes have
turned into solid new business for our Contract Manufacturing
segment.

GEOGRAPHIC REVENUE



<TABLE>
<CAPTION>


Country            Fiscal Year 2006     Fiscal Year 2005     Increase       Increase
                                                           (Decrease) $    (Decrease) %

<S>                  <C>                <C>               <C>             <C>
United States
of America            $14,586,031        $15,104,917       $   (518,886)       (3.4%)

All Other
Countries             $ 1,878,183        $ 2,076,546       $   (198,363)       (9.6%)

</TABLE>



The decrease for the year ended September 30, 2006 in other
countries was due to a decrease of sales in Europe.  The
decrease for the year ended September 30, 2006 in the Unites
States of America was due to reduced sales across all regions
serviced by our domestic distributors and OEM customers caused
mainly by the sluggish sales experienced by both, as discussed
above.

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>


<PAGE>

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 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.


<PAGE>


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.

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.


<PAGE>


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>

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


<PAGE>


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.

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.

 Liquidity and Capital Resources

Overview
       Cash flows provided by operating activities of continuing
operations and built-up cash balances provided us with a
significant source of liquidity during the twelve months ended
September 30, 2006.

       Cash and cash equivalents were $450,857 as of September
30, 2006 compared to $1,225,768 as of September 30, 2005.
Until required for operations, our policy is to invest any
excess cash reserves in bank deposits, money market funds, and
certificates of deposit.

       In the fiscal 2006 we made approximately $578,500 in
capital expenditures, received approximately $126,200 from the
sale of capital equipment, and paid approximately $1,501,400 of
long-term debt principal.  For the fiscal year of 2007
management expects total capital expenditures to approximate
$300,000.

       During the second quarter of fiscal 2006 management
elected to use $1 million of surplus cash and pay down the



<PAGE>

principal owed on the Company's long-term debt to reduce
interest costs from rising interest rates going forward and to
shorten the term to maturity on each of the notes.  During the
third quarter of fiscal 2006, as was done during the third
quarter of fiscal 2005, management began to build up inventory
levels of certain ATV accessories to help meet the anticipated
high volume of orders that occurs during our fourth quarter.
This traditionally high volume exceeds the Company's normal
production capacity and would cause the Company to incur
unnecessary increases in labor costs and freight, shipping and
handling costs if the Company did not have an adequate level of
inventory entering into the fiscal fourth quarter.

Working Capital

       Net working capital was $6,418,381 at September 30, 2006
compared to $6,872,671 at September 30, 2005.  The change in
working capital is primarily due to the following:


<TABLE>
<CAPTION>

                         Balance               Balance           Increase/     Percent
                    September 30, 2006    September 30, 2005    (Decrease)      Change
<S>                   <C>                   <C>                <C>            <C>
Cash and cash
equivalents            $     450,857         $  1,225,768       $  (774,911)     (63.2%)

Accounts receivable        1,865,099            1,925,952           (60,853)      (3.2%)

Inventories                5,090,039            4,991,796            98,243        2.0%

Income taxes receivable      235,275              167,576            67,699       40.4%

Prepaid expenses             189,844              122,942            66,902       54.4%

Accounts payable             326,378              427,226          (100,848)     (23.0%)

Accrued expenses             610,279              775,365          (165,086)     (21.3%)

Current portion of
bank notes payable           579,485              465,654           113,831       24.4%

</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         2007      2008-2009     2010-2011   Thereafter

<S>                     <C>          <C>       <C>            <C>         <C>
Contractual
Obligations:

  Long term debt
  obligations         $5,297,104      $950,998  $1,901,996     $1,280,326  $1,163,784

Unrecorded
Contractual
Obligations:

  Purchase
  obligations         $  273,965      $273,965          -             -            -


</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.


<PAGE>

       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
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 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, were payable in monthly
installments from May 2005 until April 2020 for Note One and
until April 2012 for Note Two, which included principal and
interest at prime + 0.50% (8.25% at April 27, 2006) for Note
One and principal and interest at prime + 0.50% (8.25% at April
27, 2006) 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 could never exceed 9.0% or be lower
than 5.0% for Note One and for Note Two, respectively.  The
monthly payment was $34,297 and $44,186 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.

       On April 28, 2006, the Company and its commercial lender
again amended the original secured credit agreement dated
August 21, 2001.  Under the terms of the new amendment to the
secured credit agreement, Note One and Note Two discussed above
were amended.  The Notes, going forward, are payable in monthly
installments from May 2006 until April 2018 for Note One and
until April 2011 for Note Two, which include principal and
interest (7.375% as of September 30, 2006) for Note One and
principal and interest (7.375% as of September 30, 2006) for
Note Two, with a final payment upon maturity on April 25, 2018
for Note One and April 25, 2011 for Note Two.  The interest
rate is fixed for Note Two and is fixed for Note One until
April 2011, after which the interest rate will be reset to
prime + 0.50% every 60 months.  However, the interest rate for
Note One can never exceed 10.5% or be lower than 5.5%.  The
monthly payment is $35,391 and $43,859 for Note One and Note
Two, respectively.  At September 30, 2006 and 2005, $3,287,224


<PAGE>


and $3,938,253, respectively, were outstanding for Note One and
$2,009,880 and $2,860,292, respectively, were outstanding for
Note Two.

       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.


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 had 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 beared interest at prime plus
0.75% (8.5% at April 27, 2006) and was collateralized by all of
the Company's assets.  The variable interest rate could never
exceed 10% or be lower than 5.25%.  The Line of Credit was to
mature on December 31, 2006.

       On April 28, 2006, 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
0.50% (8.75% at September 30, 2006) and is collateralized by
all of the Company's assets.  The variable interest rate can
never exceed 10.5% or be lower than 5.5%.  The Line of Credit
matures on December 31, 2008.  At September 30, 2006 and 2005,
no balance was 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, 2006 and 2005, the Company met
all of the required financial ratios.

Warrants
       The Company has 40,000 previously issued warrants
outstanding to purchase one share of the Company's common stock
per warrant at $4.00 per share which do not expire until June
9, 2010.  For the twelve months ended September 30, 2006, none
of the 40,000 warrants were exercised.  The proceeds are to be
applied to the outstanding balance on the Notes.

Capital Resources
 	Consistent with normal practice, management believes that
the Company's operations are not expected to require
significant capital expenditures during fiscal year 2007.
Management believes that existing cash balances, cash flow to



<PAGE>

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.

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.

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.

<PAGE>


Item 7.  FINANCIAL STATEMENTS

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


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

(a) Changes In Registrant's Certifying Accountant.

         (i) The Registrant's certifying accountant,
Henjes, Conner, Williams & Grimsley, L.L.P ("Henjes
L.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


<PAGE>

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, CONTROL
PERSONS AND CORPORATE GOVERNANCE; 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         66           Director                      2001

Jim Danbom          63           Director                      2001

L.G. Hancher Jr.    53           Director                      2001

Rod Simonson        51           Director                      2001

Ron Hickman         56           Chief Executive Officer,      2001 thru
                                 President and Director        2006 (March)

David Davis         41           Chief Financial Officer and
                                 Vice President of Finance     2001

Bradley Danbom      30           Vice President of Sales and
                                 Marketing                     2004

Alan Bailey         49           Senior Vice President and
                                 Director                      2005

John Gault          64           Director and Interim CEO
                                 (April thru September 2006)   2005

Lisa Bailey         47           Senior Vice President         2005

Randy Kempf         53           Chief Executive Officer and
                                 President                     2006 (Sept)

Jan Danbom          58           Director                      2006 (April)

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 2009.

<PAGE>

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 2007.  Jim Danbom
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 2007.

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 2009.

Ron Hickman, who became our President on August 1, 2001 and our
Chief Executive Officer on October 1, 2001, has been a CPA for
over 30 years, and was our public accountant from our inception
until he took a position as General Manager for us in 1995.
Mr. Hickman was on the Operations and Planning committees of
the board.  Mr. Hickman was relieved of his duties as President
and CEO at the end of March, 2006 and concurrently Mr. Hickman
resigned from the board.

David Davis, who became our Chief Financial Officer on October
1, 2001, has been a CPA for 15 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.

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.


<PAGE>

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.  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.  Mr. Gault served as
the Company's Interim CEO upon the termination of Mr. Hickman
at the end of March, 2006 until the new President and CEO, Mr.
Kempf, was hired in September, 2006.

Jan Danbom was appointed by unanimous vote of the board to
serve out the remaining term of Mr. Hickman, who resigned from
the board concurrently with his termination as the Company's
President and CEO at the end of March, 2006.  Jan Danbom worked
alongside her spouse, Jim Danbom, to grow the company from a
small startup business to a multi-million dollar revenue
business at the time the company went public.  Jan Danbom is
the spouse of Jim Danbom and Brad Danbom, our Vice President of
Sales and Marketing, is her son.  Ms. Danbom's current term
will end in 2007.

Randy Kempf was hired as our President and Chief Executive
Officer in September, 2006.  Prior to joining Cycle Country,
Mr. Kempf served as Senior Vice President of Operations for
Wessels Company of Greenwood, Indiana, which manufactures HVAC
pressure vessels, for about a year.  Mr. Kempf served as
President and Chief Operating Officer for Contacts, Metals &
Welding, Inc. (CMW) of Indianapolis, Indiana from 2001 to 2005.
As President of CMW, Randy turned the company around and led
the company to successive years of profitability and growth
after just two years at the helm.  He achieved 10% revenue
growth during the 2000-2004 recession and implemented many cost


<PAGE>

reducing manufacturing processes, such as 5S, Lean, and Kaizen.
Mr. Kempf also provided leadership as CMW became ISO 9001:2000
certified.

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, 2006, the non-
management directors are to receive a total of 3,104 shares of
restricted common stock.

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 .

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 2006 or for the fiscal year 2006, failed to file on a
timely basis reports required by Section 16(a) of the
Securities Exchange Act of 1934.


F. L. Miller                Form 5
L.G. Hancher Jr.            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, 2006,
2005, and 2004 to our Chief Executive Officers, Interim Chief
Executive Officer, and Senior Vice President. 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             2006     155,523   12,603   500 (1)       0              0             0           12,389 (2)
                        2005     150,000   41,125   500 (1)       0              0             0            9,787 (3)
                        2004     150,000   69,370   500 (1)       0              0             0            9,136 (4)

John Gault,
 Interim President      2006     101,000        0     0           0              0             0                0

Randy Kempf,
 President              2006       3,596        0     0          25,000 (5)      0             0                0

Alan Bailey,
Sr. Vice President      2006     113,462   13,748   500 (1)       0              0             0           11,033 (6)


</TABLE>

(1)     Christmas bonus.
(2)	Comprised of $1,805 value of personal use of company
auto and $10,584 paid for health insurance.
(3)	Comprised of $1,771 value of personal use of company
auto and $8,016 paid for health insurance.
(4)	Comprised of $1,705 value of personal use of company
auto and $7,431 paid for health insurance.
(5)     Comprised of the first of four issuances for a total of
$100,000 in restricted company common stock provided in the
employment agreement as an inducement to employment incentive.
(6)	Comprised of $449 value of personal use of company
auto and $10,584 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.

<PAGE>

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 had hired him to continue as our
President.  The agreement called 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 provided for Mr. Hickman to receive standard
benefits such as health insurance coverage, 401(k) retirement
savings plan, sick and vacation time, cafeteria plan, and use
of an automobile.  Mr. Hickman was relieved of his duties as
President and CEO at the end of March, 2006 but was paid
according to his employment agreement through the end of his
agreement which was August 22, 2006.

       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, cafeteria plan, and use of an automobile.
Mr. Bailey's agreement was amended in the third quarter of fiscal
2006 to change his base salary to $100,000 per year.

       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, sick and vacation time,
and cafeteria plan.  Ms. Bailey's agreement was amended in the third
quarter of fiscal 2006 to change her base salary to $100,000 per
year.

       We entered into an employment agreement with Randy Kempf,
our President, effective September 11, 2006 for a period of
three years under which we have hired him to be our President.
The agreement contains automatic three year extensions as long
as there is no action by the Board to remove Mr. Kempf and Mr.
Kempf remains fully capable to carry out the duties of
President and CEO.  The agreement calls for Mr. Kempf to

<PAGE>


receive an annual income of $187,500 per year plus a bonus
equal to three percent (3%) of our pre-tax net income growth
over the average pre-tax net income of a three year base
(fiscal 2004, 2005, and 2006) beginning in fiscal 2007.
The agreement provides for a total of $100,000 in restricted Company
common stock with 25% issued upon the first day of employment
and 25% issued each anniversary date for the next three years
as an employment bonus.  The value of the entire restricted
stock award was determined by the closing price on Mr. Kempf's
first day of employment.  The agreement also provides for Mr.
Kempf to receive standard benefits such as health insurance
coverage, 401(k) retirement savings plan, sick and vacation
time, and cafeteria plan.

<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
-------------------------------------------------------

Jim Danbom
858 W Elkcam Circle
Marco Island, FL 34145          725,865        9.88%

Jan Danbom
858 W Elkcam Circle
Marco Island, FL 34145          684,865        9.32%

Commerce Street Venture Group
17322 Westfield Park Rd
Westfield, IN 46074             365,000        4.97%

Rod Simonson
1007 Okoboji Avenue
Milford, IA 51351                36,849        0.50%

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                17,080        0.23%

F.L. Miller
2500 Manhattan Blvd
Spirit Lake, IA 51360            35,800        0.49%

L.G. Hancher, Jr.
17322 Westfield Park Rd
Westfield, IN  46074            165,000        2.24%


<PAGE>

John Gault
242 Stillwater Court
Marco Island, FL 34145           10,173        0.14%

Alan Bailey
c/o Cycle Country
Accessories Corp
1701 38th Ave West
Spencer, IA 51301               653,779        8.89%

Lisa Bailey
c/o Cycle Country
Accessories Corp
1701 38th Ave West
Spencer, IA 51301               326,889        4.45%

David Bailey
1209 Country Club Lane
Spencer, IA 51301               599,296        8.15%

Joan Bailey
1209 Country Club Lane
Spencer, IA 51301               599,296        8.15%

Randy Kempf
c/o Cycle Country
Accessories Corp
1701 38th Ave West
Spencer, IA 51301                12,500        0.17%


All Directors and Officers
as a Group (11 Persons)       2,677,300       36.43%









Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

       Prior to becoming a director and serving as our interim
CEO, 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, 2006 were $71,570.

<PAGE>


Item 13. EXHIBITS

         (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, 2006 and 2005. 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, 2006 and 2005 were as
follows:

                             Fiscal 2006           Fiscal 2005

Audit Fees                   $   52,292            $  42,790

Audit-Related Fees                1,803                7,267

Tax Fees                         10,180               10,865

All Other Fees                        -                7,308

Total Fees                   $   64,274            $  68,230


<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, 2006 AND 2005







<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, 2006 and 2005, 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,
2006 and 2005, and the results of its operations and its cash flows for
the years then ended in conformity with U. S. generally accepted
accounting principles.




			Certified Public Accountants



/s/ Henjes, Conner & Williams, P.C.
Sioux City, Iowa
November 17, 2006




                                      F-1


<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2006 AND 2005


                                    ASSETS
                                    ------
                                                      2006              2005
                                                      ----              ----
CURRENT ASSETS
--------------
        Cash and Cash Equivalents               $    450,857       $  1,225,768
        Accounts Receivable - Trade, Net           1,865,099          1,925,952
        Inventories - Note 3                       5,090,039          4,991,796
        Taxes Receivable                             235,275            167,576
        Deferred Income Taxes - Note 10              103,409            106,882
        Prepaid Expenses and Other - Note 4          189,844            122,942
                                                ------------       ------------
                        Total Current Assets    $  7,934,523       $  8,540,916

PROPERTY, PLANT AND EQUIPMENT, Net - Note 6     $ 13,455,852       $ 13,944,568
-----------------------------

OTHER ASSETS
------------
        Intangible Assets, Net - Note 5         $    157,033       $    181,005
        Goodwill                                   4,890,146          4,890,146
        Other Assets - Note 7                         41,396            144,410
                                                ------------       ------------
                        Total Other Assets      $  5,088,575       $  5,215,561
                                                ------------       ------------
           Total Assets                         $ 26,478,950       $ 27,701,045
                                                ============       ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------

CURRENT LIABILITIES
-------------------
        Accounts Payable                        $    326,378       $    427,226
        Accrued Expenses - Note 8                    610,279            775,365
	Current Portion of Bank Notes Payable -
                Note 9                               579,485            465,654
                                                ------------       ------------
                      Total Current Liabilities $  1,516,142       $  1,668,245

LONG-TERM LIABILITIES
	Bank Notes Payable - Less Current Portion -
                Note 9                          $  4,717,619       $  6,332,891
        Deferred Income Taxes - Note 10            2,505,067          2,577,581
                                                ------------       ------------
           Total Long-Term Liabilities          $  7,222,686       $  8,910,472


STOCKHOLDERS' EQUITY
--------------------
        Common Stock - Note 11                  $        729       $        631
        Additional Paid-In Capital                14,377,541         14,371,639
        Retained Earnings                          3,361,852          2,750,058

           Total Stockholders' Equity           $ 17,740,122       $ 17,122,328
                                                ------------       ------------
           Total Liabilities and Stockholders'
                          Equity                $ 26,478,950       $ 27,701,045
                                                ============       ============


         See Accompanying Notes to Consolidated Financial Statements

                                      F-2


<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005











                                                      2006            2005

NET SALES                                        $ 16,346,717    $ 17,053,089
    Freight Income                                    117,497         128,374
                                                 ------------    ------------
           Total Net Sales                       $ 16,464,214    $ 17,181,463

Cost of Goods Sold                                (10,389,976)    (11,847,409)
                                                 ------------    ------------

           Gross Profit                          $  6,074,238    $  5,334,054

Selling, General and Administrative Expenses      ( 4,707,215)    ( 3,920,370)
                                                 ------------    ------------

           Income from Operations                $  1,367,023    $  1,413,684

Non-Operating Expense, Net - Note 12              (   534,146)    (    91,383)
                                                 ------------    ------------
           Income Before Provision for Income
                 Taxes                           $    832,877    $  1,322,301

Provision for Income Taxes - Note 10                  221,083         510,710
                                                 ------------    ------------
           Net Income                            $    611,794    $    811,591
                                                 ============    ============
Weighted Average Shares of Common Stock
	Outstanding:
                Basic                               7,271,966       5,574,838
                Diluted                             7,271,966       5,578,106

Earnings Per Common Share:
                Basic                             $      0.08    $       0.15
                Diluted                           $      0.08    $       0.15







         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, 2006 AND 2005







<TABLE>
<CAPTION>


                                                 Additional
                                  Common          Paid-In         Retained
                                  Stock           Capital         Earnings        Total

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


Net Income                                                          611,794          611,794


Issuance of Common
        Stock                        98                5,902                           6,000


Exercise of Warrants                  -                    -              -                -
                                    ---            ---------   ------------       ----------


Balances at September 30,
        2006                      $ 729         $ 14,377,541    $ 3,361,852     $ 17,740,122
                                    ===           ==========      =========       ==========


</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, 2006 AND 2005



               INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
               ------------------------------------------------



                                                      2006            2005
CASH FLOWS FROM OPERATING ACTIVITIES
        Net Income                                 $   611,794     $   811,591
	Adjustments to Reconcile Net Income to Net
		Cash Provided (Used) by Operating
		Activities:
                  Depreciation                         829,486         544,602
                  Deferred Income Taxes             (   69,041)        135,486
                  Amortization                          21,230          21,254
		  (Gain) Loss on Sale & Disposal
                        of Equipment                   115,562      (   62,981)
                  Inventory Reserve                 (   44,049)         25,587
		  (Increase) Decrease in Assets:
                    Accounts Receivable - Trade, Net    60,853      (  234,714)
                    Inventories                     (   54,194)     (  566,406)
                    Taxes Receivable                (   67,699)     (  167,576)
                    Prepaid Expenses and Other      (   66,902)        208,917
                    Other Assets                       109,176      (   20,040)
		  Increase (Decrease) in Liabilities:
                    Accounts Payable                (  100,848)     (1,210,782)
                    Accrued Income Taxes                    -       (  624,259)
                    Accrued Expenses                (  159,086)     (  149,837)
                                                    ----------      ----------
			Net Cash Provided (Used) by Operating
                          Activities               $ 1,186,282     $(1,289,158)


CASH FLOWS FROM INVESTING ACTIVITIES
	Purchase of Property and Equipment - Simonsen
                Acquisition                                 -      $(6,899,666)
        Purchase of Property and Equipment         $(  578,463)     (  523,184)
        Acquisition of Intangible Assets                    -       (    1,265)
	Proceeds from Sale of Property, Plant and
                Equipment                              126,211          90,850
                                                       -------          ------
			Net Cash Provided (Used) by Investing
                          Activities               $(  452,252)    $(7,333,265)






         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, 2006 AND 2005



               INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
               ------------------------------------------------





                                                      2006            2005
                                                      ----            ----

CASH FLOWS FROM FINANCING ACTIVITIES
        Proceeds from Exercise of Warrants                  -      $   467,000
        Proceeds from Bank Notes Payable                    -        7,000,000
        Payments on Bank Notes Payable             $(1,501,441)     (  201,455)
        Payment of Loan Costs                       (    7,500)     (   11,825)
                                                    ----------      ----------

           Net Cash Provided (Used) by Financing
             Activities                            $(1,508,941)    $ 7,253,720
                                                    ----------       ---------

           Net (Decrease) in Cash and Cash
             Equivalents                           $(  774,911)    $(1,368,703)

Cash and Cash Equivalents - Beginning of Year        1,225,768       2,594,471
                                                     ---------       ---------

Cash and Cash Equivalents - End of Year            $   450,857     $ 1,225,768
                                                   ===========     ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	Cash Paid During the Year For:
           Interest, Net of Amounts Capitalized    $   451,796     $   192,223
                                                   ===========     ===========

        Income Taxes Paid                          $   420,098     $ 1,167,059
                                                   ===========     ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
  AND INVESTING ACTIVITIES
	Issuance of Common Stock for Payment of
          Director Fees                            $     6,000             -
                                                   ===========     ===========
	Issuance of Common Stock under Price Protection
	  Provision in Acquisition Agreement for
                Simonsen Iron Works, Inc.          $        98             -
                                                   ===========     ===========

	Issuance of Common Stock for Acquisition of
                Simonsen Ironworks, Inc                     -      $ 8,000,000
                                                   ===========     ===========



         See Accompanying Notes to Consolidated Financial Statements

                                      F-6



<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005



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.  Effective
October 1, 2005 Perf-Form, Inc.,(a Shell Corporation) was
dissolved.

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.  Simonsen
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, 2006 AND 2005






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
were registered January 20, 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") at September 30, 2005,
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, 2006 AND 2005




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 third party carriers and, to a
lesser extent, by its own internal fleet.  During the year
ended September 30, 2005, the Company shipped products to
its customers predominately 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 $477,000 and $419,000 in fiscal 2006 and 2005,
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.

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.

                                      F-9

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005






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

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.  The allowance for
doubtful accounts of $10,000 at September 30, 2006 and
2005, reflects management's best estimate of future
uncollectible accounts.

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.

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.


                                      F-10


<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005





Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Cont.)	Property, Plant, and Equipment - 	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, 2006 and 2005, 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.

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.

                                      F-11

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005





Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Cont.)	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                      2006           2005

    Balance - Beginning of Period         $ 45,000        $ 45,000
    Warranty Claims Accrued                 23,788          28,000
    Warranty Claims Settled                (23,788)        (28,000)
                                           -------         -------

    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 $449,000 and $523,000 in fiscal 2006 and
2005, respectively and is recorded as a reduction of sales
in the accompanying consolidated financial statements.

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.

                                      F-12

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005





Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Cont.) 	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, 2006 and 2005:

                                              For the Year Ended
                                              September 30, 2006
                                              ------------------
                                  Income           Shares        Per-Share
                                (Numerator)     (Denominator)    Amount
Basic EPS
  Income Available to Common
    Stockholders                $ 611,794       7,271,966       $ 0.08

Effect of Dilutive Securities
   Warrants                                            -
                                ---------       ---------
Diluted EPS
   Income Available to Common
    Stockholders and Assumed
     Conversions                $ 611,794       7,271,966       $ 0.08
                                =========       =========       ======

                                              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, 2006 AND 2005




Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Cont.) 	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 $532,000 and $346,000 in fiscal
2006 and 2005, 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 2006 and 2005 totaled
approximately $166,000 and $120,000, respectively.  For the
years ended September 30, 2006 and 2005, 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 $186,000 and $210,000
in fiscal 2006 and 2005, respectively, and are included in
selling, general, and administrative expenses in the
accompanying consolidated statements of income.

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.

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 2006 and 2005 and at September 30, 2006
and 2005, 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.

                                      F-14


<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005





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


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.

                                      F-15

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005




Note 3  -  INVENTORIES
The components of inventories at September 30 are summarized
as follows:
                                                    2006            2005

		Raw Materials   		$ 2,177,654	$ 2,241,919
                Work in Progress                    432,665         679,560
                Finished Goods                    2,502,859       2,137,505
                Inventory Reserve                (   23,139)     (   67,188)
                                                 ----------      ----------
                     Total Inventories          $ 5,090,039     $ 4,991,796
                                                ===========     ===========


General and administrative costs included in finished goods inventory at
September 30, 2006 and 2005 were $526,326 and $338,793 respectively.  Total
General and administrative costs included in cost of goods sold for the year
ending September 30, 2006 and 2005 were $1,827,204 and $1,364,978,
respectively.


Note 4  -  PREPAID EXPENSES AND OTHER
	Prepaid expenses and other at September 30 consisted of the
following:
                                                    2006            2005

		Prepaid Insurance   		$   157,792	$    98,331
                Prepaid Lease                         9,261          14,554
                Prepaid Promotion                    10,000              -
                Prepaid Stock Exchange Fee            7,917           5,000
                Other                                 4,874           5,057
                                                      -----           -----
		     Total Prepaid Expenses and
                       Other                    $   189,844     $   122,942
                                                ===========     ===========


Note 5  -  ACQUIRED INTANGIBLE ASSETS
	Acquired intangible assets consist of the following:

                                                 As of September 30, 2006
                                                 ------------------------
				Weighted-
				Average   	Gross
				Amortization	Carrying	Accumulated
				   Period   	 Amount 	Amortization
Amortized Intangible Assets
  Covenant Not to Compete
    Agreements                        5        $  78,000       $ 71,234
  Patents                         12.67           63,760         24,293
                                               ---------       --------

                                               $ 141,760       $ 95,527
                                               =========       ========
Unamortized Intangible Assets
  Trademarks                                     110,800
                                                 -------
       Total Acquired Intangible
         Assets                                $ 252,560
                                               =========





                                      F-16


<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005




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

Amortization expense totaled $21,230 and $21,254 during fiscal
2006 and 2005, respectively.

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

	  Years Ending September 30,
		         2007   		$     12,274
		         2008   		$      5,507
		         2009   		$      5,507
		         2010   		$      5,507
		         2011   		$      5,507

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          2006              2005
                                --------        ----              ----
      Land                         -          $    499,820    $    499,820
      Land Improvements         15 - 20            168,580         153,471
      Building                  15 - 40          7,385,027       7,367,707
      Plant Equipment              7             6,797,290       6,802,971
      Pooling and Dies             7               768,720         690,217
      Vehicles                   3 - 7             569,196         779,969
      Office Equipment           3 - 7             643,828         528,588
      Construction in Progress     -               167,910         141,271
                                              ------------    ------------
                                              $ 17,000,371    $ 16,964,014

      Less:  Accumulated Depreciation          ( 3,544,519)    ( 3,019,446)
                                              ------------    ------------
                                              $ 13,455,852    $ 13,944,568
                                              ============    ============

                                      F-17

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005




Note 7  -  OTHER ASSETS
The components of other assets at September 30 are
summarized as follows:
                                            2006            2005

Unamortized Loan Costs                  $  16,396       $  11,121
Investment in Golden Rule (Bermuda),
  Ltd.                                     25,000          25,000
Cash Surrender Value of Life
  Insurance                                    -          108,289
                                        ---------       ---------

           Total Other Assets           $  41,396       $ 144,410
                                        =========       =========


Note 8  -  ACCRUED EXPENSES
The components of accrued expenses at September 30, are
summarized as follows:
                                            2006            2005

Distributor Rebate Payable              $ 214,904       $ 280,388
Accrued Salaries and Related
  Benefits                                223,275         293,585
Accrued Warranty Expense                   45,000          45,000
Accrued Real Estate Tax                   105,629          94,328
Accrued Royalty Expense                     8,119           4,990
Accrued Insurance Expense                      -           44,047
Accrued Interest                            5,352           6,527
Accrued Director Fees                       8,000           6,500
                                        ---------       ---------
           Total Accrued Expenses       $ 610,279       $ 775,365
                                        =========       =========

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.  The
Notes are collateralized by all of the Company's assets,
were payable in monthly installments from May 2005 until
April 2020 for Note One and until April 2012 for Note Two,
which included principal and interest at prime + 0.50%
(8.25% at April 27, 2006) for Note One and principal and
interest at prime + 0.50% (8.25% at April 27, 2006) 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 could never exceed 9.0% or be lower
than 5.0% for either note.  The monthly payment was $34,297
and $44,186 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.

                                      F-18

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005






Note 9  -  BANK NOTES PAYABLE
(Cont.)	On April 28, 2006, the Company and its commercial lender
again amended the original secured credit agreement dated
August 21, 2001.  Under the terms of the new amendment to
the secured credit agreement, Note One and Note Two
discussed above were amended.  The Notes, going forward,
are payable in monthly installments from May 2006 until
April 2018 for Note One and until April 2011 for Note Two,
which include principal and interest (7.375% as of
September 30, 2006) for Note One and principal and interest
(7.375% as of September 30, 2006) for Note Two, with a
final payment upon maturity on April 25, 2018, for Note One
and April 25, 2011, for Note Two.

The interest rate is fixed for Note Two and is fixed for
Note One until April 2011, after which the interest rate
will be reset to prime + 0.50% every 60 months.  However,
the interest rate for Note One can never exceed 10.5% or be
lower than 5.5%. The monthly payment is $35,391 and $43,859
for Note One and Note Two, respectively.  At September 30,
2006 and 2005, $3,287,224 and $3,938,253, respectively,
were outstanding for Note One and $2,009,880 and
$2,860,292, respectively, were outstanding for Note Two.

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.

Aggregate maturities of bank notes payable at September 30,
2006, are as follows:

	  Years Ending December 31,
		         2007   		$   579,485
		         2008   		$   623,697
		         2009   		$   671,282
		         2010   		$   722,497
		         2011   		$   511,194
		         Thereafter   		$ 2,188,949

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 had 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 bore
interest at prime plus 0.75% (8.5% at April 27, 2006) and
was collateralized by all of the Company's assets.  The
variable interest rate could never exceed 10% or be lower
than 5.25%.  The Line of Credit was to mature on December
31, 2006.

                                      F-19

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005






Note  9 -  BANK NOTES PAYABLE
(Cont.)	On April 28, 2006, 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 0.50% (8.75% at September 30, 2006)
and is collateralized by all of the Company's assets.  The
variable interest rate can never exceed 10.5% or be lower
than 5.5%.  The Line of Credit matures on December 31,
2008.  At September 30, 2006 and 2005, no balance was
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, 2006 and 2005, the Company met its financial ratio
requirements.


Note 10 -  INCOME TAXES
	The provisions for income taxes for the years ended
	September 30, 2006 and 2005, consist of the following:

                                                     2006           2005
		Current Tax Provision
                ---------------------
                  Federal                       $   283,776     $   368,762
                  State                               6,348           6,462
                                                -----------     -----------

                                                $   290,124     $   375,224

		Deferred Tax Provision
                ----------------------
                  Federal                        (   69,041)        135,486
                                                 ----------         -------
                    Total Income Tax Provision  $   221,083     $   510,710
                                                ===========     ===========





                                      F-20


<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005



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

                                        2006           2005
Deferred Tax Assets
  Inventory Reserve                $     7,867     $    18,975
    Inventory Commitment Reserve        24,861
  Accrued Vacation                      43,217          52,711
  Accrued Warranty                      15,300          15,300
  Accrued Bonus                          8,764          16,496
  Allowance for Uncollectible 8,764
                    Accounts             3,400           3,400
                                   -----------     -----------

           Total Deferred Assets   $   103,409     $   106,882

Deferred Tax Liability
  Property and Equipment            (2,505,067)     (2,577,581)
                                    ----------      ----------

  Net Deferred Tax (Liability)      (2,401,658)    $(2,470,699)
                                    ==========     ===========

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

                                        2006           2005

Current Assets                     $   103,409     $   106,882
Long-Term Liabilities               (2,505,067)     (2,577,581)
                                   -----------     -----------

Net Deferred Tax (Liability)       $(2,401,658)    $(2,470,699)
                                   ===========     ===========


No valuation allowance has been provided for the deferred
tax assets at September 30, 2006 or 2005, as full
realization of these assets is more likely than not.

A reconciliation of the income tax provision (benefit)
computed by applying the federal statutory rate for the
year ended September 30, 2006 and 2005, is as follows:

                                                   2006         2005

                Federal Statutory Tax         $   283,178     $   449,582
                M-1 Items                      (   70,846)         54,465
                Nondeductible Expenses              4,561           2,398
		State and Local Income Taxes, Net of
                  Federal Tax Benefit               4,190           4,265
                                              -----------     -----------

                   Total Income Tax Provision $   221,083     $   510,710
                                              ===========     ===========

                                      F-21

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005





Note 11 -  STOCKHOLDERS' EQUITY

Common Stock - The Company has 100,000,000 shares of
$0.0001 par value common stock authorized and 7,287,508 and
6,309,180 shares issued and outstanding at September 30,
2006 and 2005, respectively.  Of the 7,287,508 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.  These warrants expire in 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, 2006, the Company did
not redeem any warrants, nor were any warrants exercised.

The Company has 20,000,000 shares of $0.0001 par value
preferred stock authorized with no shares outstanding at
September 30, 2006 and 2005, 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.

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 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.

On January 20, 2006, the Company filed a Registration
Statement on Form SB-2 with the SEC to register a total of
2,179,260 shares of common stock.  All 2,179,260 shares of
common stock were offered by selling shareholders.  The
Registration Statement on Form SB-2 was declared effective
by the SEC on January 20, 2006.






                                      F-22

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005





Note 12 -  NON-OPERATING INCOME (EXPENSE)
Non-Operating income (expense) for the years ended
September 30, 2006 and 2005, consisted of the following:

                                2006           2005
	Income
        ------
   Gain on Sale of Equipment         -       $  62,981
   Interest                   $  27,036         23,690
   Other                          5,000         20,696
                              ---------      ---------
      Total Income            $  32,036      $ 107,367


                                2006           2005
	Expense
        -------
   Loss on Sale & Disposal of
     Equipment                $(115,562)            -
   Interest                    (450,620)     $(198,750)
                              ---------      ---------

   Total Expense              $(566,182)     $(198,750)
                              ---------      ---------

      Total Non-Operating Expense,
        Net                   $(534,146)     $( 91,383)
                              =========      =========


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 $22,000 and $14,000 for the
years ended September 30, 2006 and 2005, respectively.




                                      F-23


<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005





Note 14 -  BUSINESS CONCENTRATIONS
At September 30, 2006, customers with the two largest
outstanding accounts receivable balances totaled
approximately $769,800 or 42% of the gross accounts
receivable.  At September 30, 2006, 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            $ 515,725       28 %
                   B            $ 254,038       14 %


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 %


Sales to the Company's major customers, which exceeded 10%
of net sales, accounted for approximately 21% and 12% each
of net sales in fiscal 2006 and approximately 18% and 11%
each of net sales in fiscal 2005.

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 states of Iowa, Nebraska, and South
Dakota.  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 2006, the Company purchased approximately $932,000
of raw materials from one vendor, which represented
approximately 14% of materials used in products sold during
the year.

                                      F-24


<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005





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 four operating
segments that assemble, manufacture, and sell a variety of
products: ATV Accessories, Plastic Wheel Covers, Weekend
Warrior, and Contract Manufacturing.  ATV Accessories is
engaged in the design, assembly, and sale of ATV
accessories such as snowplow blades, lawnmowers, spreaders,
sprayers, tillage equipment, winch mounts, utility boxes,
and oil filters.  Plastic Wheel Covers manufactures and
sells injection-molded plastic wheel covers for vehicles
such as golf cars and light-duty trailers.  Weekend
Warrior, previously Lawn and Garden, is engaged in the
design, assembly, and sale of utility vehicle accessories
that include lawnmowers, spreaders, sprayers, tillage
equipment, and soft goods.  Contract Manufacturing is
engaged in the design, manufacture and assembly of a wide
array of parts, components, and other products for non-
competing Original Equipment Manufacturers (OEM) and other
businesses.  The significant accounting policies of the
operating segments are the same as those described in Note
1.  Sales of snowplow blades comprised approximately 68%
and 62% of ATV Accessories revenues during fiscal 2006 and
fiscal 2005, respectively.  Sales of snowplow blades
comprised approximately 51% and 56% of the Company's
consolidated total revenues during fiscal 2006 and fiscal
2005, respectively.  ATV Accessories sales comprised
approximately 74% and 86% the Company's consolidated total
revenues during fiscal 2006 and fiscal 2005, respectively.
 Contract Manufacturing sales comprised approximately 11%
and 4% of the Company's consolidated total revenues during
fiscal 2006 and 2005, respectively.  While Plastic Wheel
Covers sales comprised approximately 10% and 8% of the
Company's consolidated total revenues during fiscal year
2006 and 2005, respectively.




                                      F-25

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005



Note 15 -  SEGMENT INFORMATION
(Cont.)	The following is a summary of certain financial information
related to the four segments:
                                                      2006          2005
	Total Revenues by Segment
		ATV Accessories   		$ 12,396,341	$ 14,950,386
                Plastic Wheel Covers               1,777,953       1,461,196
                Contract Manufacturing             1,834,814         719,865
                Weekend Warrior                      814,325         340,363
                                                ------------    ------------

                     Total Revenues by Segment  $ 16,823,433    $ 17,471,810

        Freight Income                               117,497         128,374
        Sales Discounts and Allowances           (   476,716)    (   418,721)

                     Total Combined Revenue     $ 16,464,214    $ 17,181,463

                                                      2006          2005
	Operating Profit by Segment
		ATV Accessories   		$  6,488,104	$  6,015,296
                Plastic Wheel Covers                 725,678         616,239
                Contract Manufacturing               723,707         213,365
                Weekend Warrior                      323,172         144,478
                Freight Income                       117,497         128,374
                Sales Allowances                 (   476,716)    (   418,721)
                Factory Overhead                 ( 1,827,204)    ( 1,364,978)
		Selling, General and
                  Administrative                 ( 4,707,215)    ( 3,920,370)
                Interest Income (Expense), Net   (   423,584)    (   175,060)
                Other Income (Expense), Net      (   110,562)         83,677
                Income Tax Expense               (   221,083)    (   510,710)
                                                ------------    ------------
		     Net Income   		$    611,794	$    811,591
                                                ============    ============

To facilitate comparison, contract manufacturing revenue
and cost of goods sold for the last five months of fiscal
2005 were reclassed from the ATV Accessories business
segment in the amount of $719,865 and $506,500,
respectively.

	Identifiable Assets
		ATV Accessories   		$ 18,233,784	$ 21,845,814
                Plastic Wheel Covers                 791,944         668,816
                Contract Manufacturing             2,172,084              -
                Weekend Warrior                    1,590,669         730,577
                                                ------------    ------------
                     Total Identifiable Assets  $ 22,788,481    $ 23,245,207

        Corporate and Other Assets                 3,690,469       4,455,838
                                                ------------    ------------
		     Total Assets   		$ 26,478,950	$ 27,701,045
                                                ============    ============

                                      F-26


<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005


Note 15 -  SEGMENT INFORMATION
(Cont.)
	Depreciation by Segment
		ATV Accessories   		$    410,818	$    273,253
                Plastic Wheel Covers                  92,745         107,052
                Contract Manufacturing                79,360              -
                Weekend Warrior                       35,084           6,742
                Corporate and Other                  211,479         157,555
                                                ------------    ------------
                     Total Depreciation         $    829,486    $    544,602
                                                ============    ============

	Capital Expenditures by Segment
                ATV Accessories                 $    205,231    $  9,760,979
                Plastic Wheel Covers                  89,964          47,650
                Contract Manufacturing                18,703              -
                Weekend Warrior                       18,407         230,477
                Corporate and Other                  246,158       1,576,720
                                                ------------    ------------
                     Total Capital Expenditures $    578,463    $ 11,615,826
                                                ============    ============

The following is a summary of the Company's revenue in
different geographic areas during the years ended September
30, 2006 and 2005:

                                                     2006           2005

		United States   		$ 14,586,031	$ 15,104,917
                Other Countries                    1,878,183       2,076,546
                                                ------------    ------------
		     Total Revenue   		$ 16,464,214	$ 17,181,463
                                                ============    ============


As of September 30, 2006 and 2005, all of the Company's
long-lived assets are located in the United States of
America.  During fiscal 2006 and 2005, ATV Accessories had
sales to individual customers which exceeded 10% of total
revenues, as described in Note 14.  Plastic Wheel Covers,
Weekend Warrior, and Contract Manufacturing did not have
sales to any individual customer greater than 10% of total
revenues during fiscal 2006 and 2005.


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 $188,400 and $136,000, as
of September 30, 2006 and 2005, respectively.

                                      F-27

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND 2005


Note 16 -  COMMITMENTS AND CONTINGENCIES
(Cont.)	The Company entered into an employment agreement with their
President, effective September 11, 2006 for a period of
three years.  The agreement contains automatic three year
extentions and calls for an annual salary plus bonus equal
to three percent (3%) of the Companies pre-tax net income
growth over the average pre-tax net income of a three year
base (fiscal 2004, 2005 and 2006) beginning in fiscal 2007.
 The agreement provides for $100,000 in restricted Company
common stock with 25% issued upon the first day of
employment and 25% issued each anniversary date for the
next three years as an employment bonus.  The value of the
entire restricted stock award was determined by the closing
price on the Presidents first day of employment.  The
agreement also provides for standard benefits such as
health insurance coverage, 401(K) retirement savings plan,
sick and vacation time, and cafeteria plan.


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.  During the first quarter of Fiscal 2006
the court ruled on this motion to reconsider and denied the
motion, the remaining portion of the case is presently set
to go to trial in early calendar 2007.  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>












                          SUPPLEMENTARY INFORMATION









<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,
2006 and 2005, appears on page 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 2006 and 2005 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, 2006 and 2005, taken as a
whole.



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


Sioux City, Iowa
November 17, 2006

                                      F-29


<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES	SCHEDULE 1

CONSOLIDATED SCHEDULE OF GROSS PROFIT

FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

<TABLE>
<CAPTION>




                                              2006                      2005
                                              ----                      ----
                                                      % of                        % of
                                       Amount       Revenue      Amount          Revenue
                                       ------       -------      ------          -------

<S>                                <C>              <C>          <C>             <C>
TOTAL NET SALES                     $ 16,464,214      100.0 %     $ 17,181,463    100.0 %

DIRECT MANUFACTURING COSTS
        Materials Purchased         $  6,821,355       41.4 %     $  9,287,646     54.1 %
        Salaries - Direct              1,621,395        9.9 %        1,175,565      6.8 %
        Royalty                          119,753         .7 %           18,617       .1 %
        Other                                269          -                603       -
                                    ------------       ----       ------------     ----
                                    $  8,562,772       52.0 %
FACTORY OVERHEAD
        Salaries - Administrative        246,524       15.0 %     $    134,464       .8 %
        Salaries - Other                  96,412         .6            108,325       .6
        Salaries - Officers               96,272         .6             46,826       .3
	Depreciation and
                Amortization             185,781        1.2            201,522      1.2
        Freight                          149,605         .9            131,708       .8
        Insurance                        143,652         .9            164,522      1.0
        Payroll Taxes                     88,198         .5             83,799       .5
        Repair and Maintenance           167,047        1.0            123,841       .7
        Utilities                        252,077        1.6            119,850       .7
        Employee Health Insurance         83,066         .5             62,735       .4
        Other Production Costs            56,231         .3             41,428       .2
        Legal and Accounting              16,305         .1             18,682       .1
        Real Estate Taxes                 99,975         .6             53,867       .3
        Instruction Supplies               6,382         -               4,104       -
	Office and Shipping Supplies
                and Postage               17,769         .1             12,390       .1
        Shop Supplies                     66,277         .4             37,186       .2
        Contract Labor                    55,631         .3             19,729       .1
                                    ------------       ----       ------------     ----
                   Total Factory
                      Overhead      $  1,827,204       11.8 %     $  1,364,978      8.0 %
                                    ------------       ----       ------------     ----

                   Total Cost of Goods
                      Sold          $ 10,389,976       63.1 %     $ 11,847,409     69.0 %
                                    ------------       ----       ------------     ----

                   Gross Profit     $  6,074,238       36.9 %     $  5,334,054     31.0 %
                                    ============       ====       ============     ====



</TABLE>



                  See the Accompanying Independent Auditors'
                     Report on Supplementary Information

                                      F-30

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES	SCHEDULE 2

CONSOLIDATED SCHEDULE OF SELLING, GENERAL
       AND ADMINISTRATIVE EXPENSES

FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005


<TABLE>
<CAPTION>




                                              2006                      2005
                                              ----                      ----
                                                      % of                        % of
                                       Amount       Revenue      Amount          Revenue
                                       ------       -------      ------          -------

<S>                                <C>              <C>          <C>             <C>
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES
        Salaries - Administrative   $   448,619       2.7 %   $   419,209        2.4 %
        Salaries - Officers             509,287       3.1         327,506        1.9
        Salaries - Shipping             218,866       1.3         226,073        1.3
	Salaries - Research and
                Development             155,130        .9         108,244         .6
        Advertising                     531,503       3.2         346,320        2.0
        Shipping and Handling Costs     185,613       1.2         209,648        1.2
        Legal and Accounting            146,741        .9         168,140        1.0
	Depreciation and
                Amortization            664,935       4.0         364,334        2.1
        Insurance                       267,752       1.6         304,505        1.8
	Office and Shipping Supplies
                and Postage             120,191        .7         101,751         .6
        Fuel and Fuel Tax                74,192        .5         126,214         .7
        Commissions                     110,352        .7         133,111         .8
	Payroll Taxes and Other
                Employee Benefits       215,511       1.3         136,984         .8
        Retirement Plan Contribution     21,597        .1          14,094         .1
        Other Professional Fees         338,286       2.1         361,570        2.1
        Repairs and Maintenance          30,995        .2          75,550         .4
        Employee Health Insurance       289,521       1.8         131,006         .8
        Telephone                        35,970        .2          39,100         .2
        Travel                           40,770        .2          35,168         .2
        Warranty                         23,788        .2          28,340         .2
        Show Expense                     31,138        .2          48,819         .3
        Research and Development         10,806        .1          12,087         .1
        Real Estate Tax                  42,757        .2          30,616         .2
        Shop Supplies                    41,972        .2          30,454         .2
        License and Fees                 16,153        .1          23,049         .1
        Utilities                        24,000        .2          24,000         .1
        Bonuses - Officers               25,775        .2          48,517         .3
        Meals and Entertainment          20,371        .1          14,108         .1
        Contract Labor                   13,067        .1           7,137         -
        Contributions                    12,931        .1          10,379         .1
        Promotions                        1,919        -           11,409         .1
        Continuing Education              4,572        -            4,054         -
        Bad Debts (Recovery)              9,094        .1      (    1,841)        -
        Director Fees                     7,500        -               -          -
        Lease Expense                     5,292        -               -          -
        Miscellaneous                    10,249        .1             715         -
                                    -----------      ----      ----------       ----
           Total Selling, General
             and Administrative
              Expenses              $ 4,707,215      28.6 %   $ 3,920,370       22.8 %
                                    ===========      ====     ===========       ====

</TABLE>
                 Seee the Accompanying Independent Auditors'
                    Report on Supplementary Information

                                      F-31


<PAGE>





<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, 2006.

                              CYCLE COUNTRY ACCESSORIES CORP.

                              By:     /s/ Randy Kempf
                                 ----------------------------------
                                          Randy Kempf
                                     Principal Executive Officer and
                                     President


	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, 2006.

By:	/s/ Randy Kempf		Principal Executive Officer and
    -------------------------
        Randy Kempf             President

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/ Rod Simonson        Director
    -------------------------
	Rod Simonson

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

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

By:	/s/ Jan Danbom		Director
    -------------------------
	Jan Danbom



<PAGE>