**ANNUAL REPORT FOR CYCLE COUNTRY ACCESSORIES CORP.**

 

 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

 

**(Amendment No. 1)**

 

**(Mark one)**

 

**x**  **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.**

 

**For the fiscal year ended September 30, 2009**

 

**OR**

 

**o**   **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934.**

 

**For the transition period from                  to                 **

 

**Commission file number: 001-31715**

 

**Cycle Country Accessories Corp.**

(Exact name of registrant as specified in its charter)

 

**Nevada**

(State or other jurisdiction of incorporation or organization)

 

**42-1523809**

(IRS Employer Identification No.)

 

**1701 38th Ave W, Spencer, Iowa 51301**

(Address of principal executive offices)

 

**P: (712) 262-4191**

**F: (712) 262-0248**

**www.cyclecountry.com**

(Registrant’s telephone number, facsimile number, and Corporate Website)

 

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

 

Securities registered pursuant to Section 12(g) of the Act:

 

| **Title of Each Class**                   | ** ** | **Name of Each Exchange on Which Registered** |
|-------------------------------------------|------------|-----------------------------------------------|
| Common Stock, par value $0.0001 per share |       | NYSE Amex                                     |

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 

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

 

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the  Securities 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. o  Yes  No  x

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes  x  No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

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

 

(Check one):

| Large accelerated filer o |   | Accelerated filer o         |
|---------------------------|--------|-----------------------------|
|                      |   |                        |
| Non-accelerated filer o   |   | Smaller reporting company x |

 

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

 

The aggregate market value of the common stock held by non-affiliates of the registrant as of March 31, 2009, the last business day of the registrant’s most recently completed second quarter was approximately $944,705 based upon the closing price of the common stock on the NYSE Amex (formerly the “American Stock Exchange” “AMEX”) on that date.

 

The number of shares of the registrant’s common stock, par value $0.0001 per share, outstanding as of May 19, 2010 was 5,876,891.

 

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends the Annual Report on Form 10-K of Cycle Country Accessories Corp.. (the “Company”) for the fiscal year ended September 30, 2009, filed with the Securities and Exchange Commission (“SEC”) on May 20, 2010 (the “Original 10-K”). This Amendment No. 1 is being filed for the purpose of responding to comments received from the staff of the SEC. In particular, this Amendment No. 1 adds the Report of Independent Accountants from the Company’s prior accounting firm, Henjes, Conner & Williams, P.C., who acted as the Company’s independent public accountants from January 2004 through May 2009, when they were replaced by Boulay, Heutmaker, Zibell & Co., P.L.L.P, which report was inadvertently omitted from the Original 10-K.

 

Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original 10-K and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to the filing of the Original 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-K and the Company’s filings made with the SEC subsequent to the filing of the Original 10-K. The filing of this Amendment No. 1 is not an admission that the Original 10-K, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

 

**Item 13.        EXHIBITS**

 

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

 

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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, 2008 and 2007, 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 audits provide a reasonable basis for our opinion.

 

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

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

 

Sioux City, Iowa

January 13, 2009

 

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**SIGNATURES**

 

Pursuant to the requirements of 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 January 14, 2011.

 
| CYCLE COUNTRY ACCESSORIES CORP. |
|---------------------------------|
|                            |
| By:                             | /s/ Robert Davis |   |
|                            | Robert Davis |   |
|                            | Interim Chief Executive Officer, Chief Operating Officer and Chief Financial Officer |   |

 

 

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

 

 
| **Name and Signature** | ** ** | **Title**                                                                                                         | ** ** | **Date**              |
|----------------------------------|------------|-------------------------------------------------------------------------------------------------------------------|------------|-----------------------|
| ** **                       | ** ** | ** **                                                                                                        | ** ** | ** **            |
| ** **                       | ** ** | ** **                                                                                                        | ** ** | ** **            |
| /s/ Robert Davis                 |       | Interim Chief Executive Officer, Chief Operating Officer and                                                      |       | January 14, 2011 |
| Robert Davis                     |       | Chief Financial Officer and Director (principal executive officer and principal financial and accounting officer) |       |                  |
|                             |       |                                                                                                              |       |                  |
|                             |       |                                                                                                              |       |                  |
| /s/ Paul DeShaw                  |       |                                                                                                              |       |                  |
| Paul DeShaw                      |       | Director                                                                                                          |       | January 14, 2011 |

 

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