CYCLE COUNTRY FORM 10-KSB FOR FYE SEPTEMBER 30, 2008
                                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, 2008

[  ] 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 Avenue West, Spencer, Iowa 51301
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                    (Address of principal executive offices)

                            (712) 262-4191
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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. [X].

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, 2008 were
$17,513,941.

As of December 10, 2008, the aggregate market value of the voting
stock held by non-affiliates of the registrant (based on a closing
price of $.50 per share held by non-affiliates on December 19,
2007) was $3,011,154.

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

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 Spencer, 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.

       On November 14, 2007 the company sold its Milford, Iowa
property to the company's founders, Jim and Jan Danbom in exchange
for all of their Cycle Country common shares.  The total number of
shares was 1,410,730 with a value on the closing date of the
transaction of $2,581,636.  The company now leases approximately 90%
of the facility from the Danboms under a three year triple net
lease that contains two one year renewal options.  The annual lease
cost is $185,104 payable in monthly installments.  The company
placed the common shares acquired into treasury stock to be used
at a later date for acquisitions, mergers, or major capital
additions that may arise in the future.

       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


<PAGE>

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.  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 26 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 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 53% of
our net sales in the year ended September 30, 2008.  All 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.

<PAGE>

INDUSTRY OVERVIEW

       ATV Accessories:

       In today's ATV market there are several OEM's competing for
market share.  Honda has been the world leader followed by Polaris,
Yamaha, Kawasaki, Suzuki, Arctic Cat and Bombardier.  According to
the Motorcycle Industry Council (MIC) and Powersports Business, in
2007 there were approximately 858,731 ATV's sold worldwide.  This
represented about a 11 decrease from 2006.  2008 worldwide ATV sales
are forecasted to drop nearly 20% from 2007 figures, ending at about
690,000 units according to MIC, Powersports Business and A.G.
Edwards & Sons estimates.  While traditional OEMs are seeing flat to
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.  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.
New U.S. UTV sales in 2007 were approximately 350,000, according to
Powersports Business and industry sources.  Utility vehicle sales
continue to be in the double-digits, with North American UTV sales
expected to crack the 350,000-unit barrier in 2009, according to
Power Products Marketing (PPM).  John Deere, Polaris, Yamaha, and
Kawasaki are the market leaders, with Arctic Cat, Kubota and other
major lawn and garden and construction OEMs in the UTV market, per
Powersports Business and industry sources.  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 to introduce these accessories into their product lines.


<PAGE>

       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.


COMPANY HISTORY

       Cycle Country's market research has been a continued work in
process for the past 26 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 968,000 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.  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 fifth year in the lawn &
garden industry, utilizing some current products as well as creating
new items specifically for that industry.  Our acquisition five
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
five 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.

<PAGE>


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

       On November 14, 2007 the company sold its Milford, Iowa
property to the company's founders, Jim and Jan Danbom in exchange
for all of their Cycle Country common shares.  The company now
leases approximately 90% of the facility from the Danboms under a
three year triple net lease that contains two one year renewal
options.  The annual lease cost is $185,104 payable in monthly
installments.


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.  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, 2008, which approximates 80% of total company
sales: (a) Blades: 62%, (b) Perf-Form oil filters and oil coolers:
1%, (c) Winches and Winch Mounting Kits: 3%, (d) Mowers: 2%, (e)
Sprayers: 1%, (f) Spreaders: 1%.  "Other" products comprise the
remaining 30% of our sales and comprises some of the following:
OEM products (including John Deere and Land
Pride): 11%, Golf car accessories: 3%, electric blade lift system:
2%, UTV (side by side units) accessories: 2%.

       Our major ATV accessory products include:

<PAGE>

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.   In 2007 we upgraded our
standard black straight blades to Teflon impregnated, textured paint
to improve the blade's performance.

Perf-Form Oil Filters and Oil Coolers

       We manufacture premium oil filters and oil coolers for
motorcycles and ATVs.  Our filters and coolers fit various models of
Harley-Davidson, Ducati, Honda, Yamaha, and other motorcycle and ATV
OEMs.  In addition, we make an oil filter for the aviation industry.
Our oil coolers reduce the running temperature of the oil which
industry sources indicate can extend the life of the engine
significantly.


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

Mowers.

       We offer three mowing systems, the "Quicksilver 54 Finish Cut"
mower, the "Rough Cut 48" mower, and the "Rough Cut 44" 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 48 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 44 is a smaller version of our
Rough Cut 48 and is new for 2007.  It features a 10 horsepower
Tecumseh engine.  The Rough Cuts offer an offset hitch, which allows
mowing to the left, right or directly behind the ATV.  The
Quicksilver 54 and Rough Cut 48 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


<PAGE>

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.  Because the
main components are made from polypropylene and stainless steel, the
spreader will provide many years of reliable service.

Other.

       Additionally, we offer a wide array of products such as tire
chains, CV boot guards, spotlights, trailers, gun racks, steel mesh
baskets, and bed lift kits for various utility vehicles.

       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 8% of our total company sales.  Wheel cover products
include 6", 8", 10", and 12" sizes offered in both hot-stamped and
metalized options.  Styles include the Turbine, Sport Edition,
Maxam, the 'SS', and the new Beadlock A/T Wheel cover.  The 'SS'
continues to do very well in its second year of production.  The
Beadlock A/T has done very well in its first year of production and,
in fact, has rejuvenated our sales in the lawn mower market.  The
Beadlock has also crossed over into the UTV market and is becoming
popular as an affordable method to improve the look of  a UTV with
factory standard rims.  We plan to continue introducing other new
wheel covers modeled after classic automobile "mags".

       Weekend Warrior

       This segment, formerly known as our Lawn and Garden business
segment, contains products which feature pull-behind implements, 3-


<PAGE>

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 less than 1% of our
total company sales.  Products include a 64" tandem disc, 60"
cultivator, 48 inch and, new for 2007, 44 inch brush cut mowers, 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 2007 was a universal 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 2% of net sales for fiscal 2008 and 2% for fiscal 2007.
Management considers the engineering group a critical factor to the
company's future success.








PATENTS AND TRADEMARKS

	We maintain trademarks for all of our product names.  In 2007
we trademarked "Tough Kit" for use with a grouping of our new UTV
accessories.  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 Beadlock A/T Wheel cover, the Weekend Warrior
Universal Blade System and our Quick-Attach blade mounting system.
We also have begun the process to patent two new products whose
patents should be completed and approved in early fiscal 2009.


SUPPLIERS

       During fiscal 2008, the Company purchased approximately $2,509,000
of raw materials from two vendors which represented approximately 17% and
16% from each vendor of materials used in products sold during 2008.
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.


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

<PAGE>

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.

       During the year ended September 30, 2008, domestic accessory
sales represented approximately 91% of our total ATV Accessory
sales.  For 2008, our largest distributor accounted for 31% of our domestic
accessory sales and our four largest distributors accounted for 67% of our
domestic accessory sales.

       In cooperation with John Deere, Land Pride, Bristers, and
now Textron/E-Z-Go we have developed several products that are
now being sold as accessories for John Deere lawn and garden
equipment, Land Pride utility vehicles, Bristers utility
vehicles, and E-Z-Go side-by-side units.  In addition, we had
also cooperated with John Deere to provide licensed accessories
for its line of 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.  We continue to work closely with Deere on other
projects and in other areas, including completely redesigned V-
blade, straight blade and rear screen for their line of Gators.
We are in our third year of supplying Masterlock branded winch
mounts for Masterlock's own brand of winch that is sold
primarily in Wal-Mart stores across the country. OEM sales
during the year ended September 30, 2008 represent
approximately 17% of our total ATV Accessory sales.  We intend
to continue expanding our associations with John Deere, Land
Pride, Bristers, and Textron/E-Z-Go in the future as well as to
seek new opportunities with other similar OEM's.

International Distribution

       We distribute our products internationally through 11
distributors that sell our products in over 30 countries.  We have
been selling our products internationally for the last 11 years.  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 9% of
our total ATV Accessory sales during the year ended September 30,
2008.  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 be stable for 2009 internationally.
Internationally ATVs are viewed more as tools than toys, so they are
more multi-use and utility-based according to Mr. Jon Row, press
manager at American Honda Motor Co. Inc.

<PAGE>

       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:

       We market our Weekend Warrior lawn and garden and utility
vehicle accessories mainly by selling to national and regional
retail outlets.  We also work with lawn and garden equipment and
utility vehicle equipment manufacturers to introduce our accessories
into their product lines or by creating new accessories for their
own product lines.  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.


       Contract Manufacturing:

       In early fiscal 2008, we engaged two manufacturer's sales rep.
firms to grow and expand our market in Iowa and all of the states
surrounding Iowa.  Sales to customers are made by the sales rep.
firms with quoting and sales support provided by our 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 direct sales force to market our ATV products.
Our primary method of penetrating the market of ATV dealers is to leverage
the sales 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.

<PAGE>

       Each year we produce a catalog of our entire product line and
provide additional selling tools that demonstrate 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 a  quarterly
rebate incentive based on quarterly purchases of all of our ATV
accessory products are utilized to promote the product line
throughout the year.

       Our sales people exhibit at several regional, 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, produce a brochure for
distribution to interested parties, and use an independent sales
representative to call on and market directly to golf car, lawn and
garden, and trailer OEMs, distributors, dealers, and national retail
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

       We utilize an independent sales rep. firm to market our Weekend
Warrior products.  Our primary method of penetrating the market of
OEM's is to make direct contact with potential manufacturers or to
follow up on leads brought to us through our advertising or current
OEM customers.  Our sales force also calls on national and regional
retail outlets, as well as other direct-to-
market outlets.

       Each year we produce a catalog of our entire product line and
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 representatives 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.

<PAGE>

       Contract Manufacturing

       We market our capabilities utilizing two manufacturer's rep.
firms.  Our representatives focus their efforts
primarily within Iowa and the surrounding states.  These
representatives directly call on manufacturers of all types
promoting our capabilities.


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 were redesigned in fiscal 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".


COMPETITION

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

       As with any industry we are faced with competition. Due to our
aggressive marketing and innovative product line, however, we
maintain the largest market share in the ATV Utility Accessory
Market as well as the golf car wheel cover market.  With our 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.

<PAGE>

EMPLOYEES -

	As of September 30, 2008, we have 104 full-time employees, including
76 in production, 6 in sales, 6 in administration, 6 general office, and
10 in engineering.  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 temporary employees at
our Spencer facility through local employment agencies to handle high
seasonal demand peeks.



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 owned this
facility up until November 14, 2007 upon which time we sold the
property to the company's founders, Jim and Jan Danbom in exchange
for all of their Cycle Country common shares.  The total number of
shares was 1,410,730 with a value on the closing date of the
transaction of $2,581,636.  The company now leases approximately 90%
of the facility from the Danboms under a three year triple net
lease that contains two one year renewal options.  The annual lease
cost is $185,104 payable in monthly installments.  The company
placed the common shares acquired into treasury stock to be used
at a later date for acquisitions, mergers, or major capital
additions that may arise in the future.


       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 Industrial Park.  This property
will support an additional 150,000 square foot building expansion.
Also located in the Spencer Industrial 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 has improved communications and increased 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.
In addition, we also have a two million dollar umbrella liability
policy.

       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 the
remaining portion of the case went to trial during the week of July
30, 2007.  The jury returned a verdict in favor of the Company,
awarding no monetary amount to the plaintiff, Lori Christenson.



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

None.


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 2008

Fourth Quarter                  $1.82             $0.76
Third Quarter                   $1.85             $1.30
Second Quarter                  $2.45             $1.52
First Quarter                   $1.98             $1.43

FY 2007

Fourth Quarter                  $1.90             $1.51
Third Quarter                   $2.22             $1.84
Second Quarter                  $2.49             $1.80
First Quarter                   $1.98             $1.68



<PAGE>

       As of December 10, 2008, there were approximately 435 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, 2008.

Issuer Purchases Of Equity Securities

       The Company has not repurchased any shares during the fiscal
year ended September 30, 2008.

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           50,000 (1)          $2.00                 None
                  50,000 (2)          $1.65                 None
                  50,000 (3)          $1.83                 None

Equity
compensation
plan approved
by
security
holders            3609 (4)          $1.68                 41,754

(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, 2008.

(2)     Also, 50,000 shares of restricted
common stock is to be issued to the company's CEO and President
as an inducement to employment per the written employment
agreement between the company and the CEO, Mr. Kempf, dated
September 11, 2006.  The agreement further provides that 25%
(12,500 shares) of the total shares were to be issued to the
CEO upon Mr. Kempf's first date of employment and then another

<PAGE>

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 second
and third installments of 12,500 shares for Mr. Kempf were issued in the
fiscal year 2008.   The remaining 12,500 shares owed to Mr. Kempf
under the contract were issued in 2009.

(3)     Also, the current President's Executive Employment Agreement
provides for the grant of 50,000 shares of restricted common stock.
This stock will vest over a three-year period.

(4)     These shares were issued to non-employee board of
directors under the approved 2008 Incentive Compensation Plan
for their services provided to the company as a director.  The
shares were issued in the first quarter of fiscal 2009.



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).

<PAGE>


       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.

       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.

       On November 14, 2007 the company sold its Milford, Iowa
property to the company's founders, Jim and Jan Danbom in exchange
for all of their Cycle Country common shares.  The company now
leases approximately 90% of the facility from the Danboms under a
three year triple net lease that contains two one year renewal
options.  The annual lease cost is $185,104 payable in monthly
installments.

       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.  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


<PAGE>

distributors.  We sell our products to 9 distributors in the United
States, most of which have sold our products continuously for the
past 26 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-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

<PAGE>

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 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, 2008 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


<PAGE>

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 - Effective April 1, 2007, the
Company implemented a new distributor rebate program based on
quarterly sales orders that includes a much broader range of
eligible products.  The Company records a liability for the expected
cost of offering the quarterly rebate program to certain eligible
distributors.  The rebate liability is calculated and recognized as
eligible ATV accessory products are ordered and recorded into our
system as sales orders that meet delivery and other program
requirements.  The Program provides for a tiered rebate structure
ranging from 1% to 7% based on orders for eligible products placed
during each quarterly period that meet program requirements.  The
Program rebate is provided to the applicable distributors as a
credit against future purchases of the Company's products.
Prior to April 1, 2007, the Company recorded a liability for the
expected cost of offering an annual rebate program to certain
eligible distributors.  The rebate liability was calculated and
recognized as eligible ATV accessory products were sold based upon
factors surrounding the activity and prior experience of the
eligible distributors.  The Program provided for a 7% rebate on
purchases of certain eligible products during the Program period if
certain pre-determined cumulative purchase levels were obtained.
The Program rebate was 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, 2008, the Company assessed the need for a
valuation allowance on its deferred tax assets.  A valuation
allowance is provided when it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Based upon the historical operating profits and the near certainty
regarding sufficient near term taxable income, management believes
that there is no need to establish a valuation allowance.  Should
the Company determine that it would not be able to realize all or
part of its net deferred tax assets in the future, a valuation
allowance may be required.

Results of Operations - Year ended September 30, 2008 vs Year ended
September 30, 2007

<PAGE>


 	OVERALL.


<TABLE>
<CAPTION>


                   Fiscal Year 2008     Fiscal Year 2007     Increase       Increase
                                                           (Decrease) $    (Decrease) %

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

Revenue               $17,513,941        $14,214,250       $ 3,299,691      23.21

Cost of goods sold    $13,215,382        $9,332,869        $ 3,882,513      41.60%

Gross profit          $ 4,298,559        $ 4,881,381       $ (582,822)      (11.94%)

Gross profit %             24.5 %              34.3%                        (9.80%)


</TABLE>

The increase in revenues for the twelve months ended September 30,
2008 was mainly attributable to an increase in ATV Accessories sales
of 41% as compared to the twelve months ended September 30, 2007.
The decrease in gross profit as a percentage of revenue was mainly
attributable to an increase in cost of materials, basically steel costs that
were not able to be passed on to the dealer.  Cycle Country was also
aggressive in its marketing and granted additional sales discounts and
allowances.

While Cycle Country is known for its snowplow blades and the blades have
historically been the largest component of our total revenue, our
new business plan acknowledges the seasonality of our sales and
places major emphasis on aggressive development of new products, new
markets, and product innovations to vigorously grow revenues and
reduce our seasonality.  The increase in Wheel Cover revenues can be
attributed to continued success of our 'SS' wheel cover and our new
'Beadlock A/T ' wheel cover released during the third quarter of
fiscal 2007, as well as increased sales to OEMs and distributors.



<TABLE>
<CAPTION>


                   Fiscal Year 2008     Fiscal Year 2007     Increase       Increase
                                                           (Decrease) $    (Decrease) %

<S>                  <C>                <C>               <C>             <C>
Selling, general
and
administrative
expenses              $4,763,859	$4,018,875         744,984        18.5%

</TABLE>

As a percentage of revenue, selling, general, and administrative
expenses were 27% for the fiscal year ended September 30, 2008
compared to 28% for the fiscal year ended September 30, 2007.


BUSINESS SEGMENTS  As more fully described in Note 14 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.

Our newest markets, golf car accessories and UTV (side-by-side)
accessories feature products designed to enhance the look and
functionality of golf cars and utility vehicles.  Brush guards, kick
plates, steering column covers, blades, and a safari rack, all in
black or chrome diamond plate are some of the accessories we
developed and took to market in fiscal 2007.  While Cycle Country is
known for its snowplow blades and the blades have historically been
the largest component of our total revenue, our new business plan
acknowledges the seasonality of our sales and places major emphasis
on aggressive development of new products, new markets, and product
innovations to vigorously grow revenues and reduce our seasonality.

Impacting the gross profit as a percentage of revenue was changes to
allocations of burden and factory overhead among our various
business segments as management regrouped certain expense items and
recalculated the burden and overhead rates of the company.

Looking ahead to fiscal 2009 we project a modest growth in revenues
with gross profits for our ATV Accessories ranging in the 40% to 45%
range.  With a minimum of 12 new products due to be released next
year, continued focus on accessories for the double-digit growing
Utility Vehicles, Asian ATV imports, and Golf Cars, stronger efforts
to attain more just-in-time (JIT) agreements for our raw material,
and continue our 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.


<PAGE>




As a percentage of revenue, selling, general, and administrative
expenses were 27.2% for the fiscal year ended September 30, 2008
compared to 28.3% for the fiscal year ended September 30, 2007.  The
significant changes in operating expenses for the twelve months
ended September 30, 2008 as compared to the twelve months ended
September 30, 2007 were: officers salary increased $117,000 due to our
departure with contracted officer Randy Kempf and our CFO, Dave Davis.
New advertising initiatives such as a television
commercial promoting our Weekend Warrior products, new Contract
Manufacturing brochures and video, contributed to the
increase in advertising expense for the fiscal year ended September
30, 2008 compared to the fiscal year ended September 30, 2007.
Other professional fees increased as management engaged a consulting
firm to provide analysis and processes documentation
needed for compliance with Sarbanes-Oxley.  The SOX consulting fees
for fiscal 2008 totaled approximately $126,000.  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 2008.  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.


Liquidity and Capital Resources

Overview

       Cash flows provided by operating activities of continuing
operations and previous build-up of cash balances provided us with our
source of liquidity during the twelve months ended September 30, 2008.

<PAGE>


       Cash and cash equivalents were $194,576 as of September 30,
2008 compared to $454,848 as of September 30, 2007.  Until required
for operations, our policy is to invest any excess cash reserves in
bank deposits, money market funds, and certificates of deposit.

       In fiscal 2008 we made approximately $1,280,108 in capital
expenditures, and paid approximately $684,879 of long-term debt
principal.  For the fiscal year of 2009 management expects total
capital expenditures to be within normal depreciation numbers and thus be
neutral to cash flow.


Working Capital

       Net working capital was $5,531,102 at September 30, 2008
compared to $6,853,024 at September 30, 2007.  The significant
changes in working capital are as follows:

<TABLE>
<CAPTION>

                         Balance               Balance           Increase/     Percent
                    September 30, 2008    September 30, 2007    (Decrease)      Change
<S>                   <C>                   <C>                <C>            <C>

Cash and cash
equivalents            $194,576              $   454,848        $   (260,272)   -57.2%

Accounts
receivable              2,935,647              2,235,856             699,791     31.8%

Inventories             5,110,499              5,270,644            (160,145)    -3.0%

Deferred income taxes     345,920                100,302             245,618    244.9%

Prepaid expenses          209,617                227,437             (17,820)    -7.8%

Accounts payable          577,278                195,499             381,799    195.3%

Accrued expenses          725,082                588,210             136,872     23.3%

Deferred gain             360,802                   -                360,802       -

Line of credit          1,000,000                   -              1,000,000       -


Current
portion of
bank notes
payable                   811,053                623,697             187,356     30.0%

</TABLE>


<PAGE>

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.

Payments Due During Fiscal Years Ending September 30,

<TABLE>
<CAPTION>

                    Total          2009           20010-2011    2012-2013     Thereafter
<S>                <C>            <C>            <C>           <C>           <C>
Contractual
Obligations:

  Long term debt
   obligations      $6,993,500     $2,081,000     $1,945,000    $1,077,500

Unrecorded
Contractual
Obligations:          $143,000       $143,000           -             -

  Purchase
   obligations      $  107,500       $107,500           -             -             -



</TABLE>


       The long term debt obligations consist of three bank notes
payable, each with a different length of term, which is discussed in
more detail below. In addition the company has a 1 million dollar line of
credit that was in use at year end September 30, 2008. The amounts included
in the table represent both principal and interest based on current bank
amortization schedules.

       Purchase obligations include all legally binding contracts such
as firm commitments for inventory purchases, as well as capital
expenditures, and legally binding service contracts. Purchase orders
for inventory and other services are not 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 May 13, 2008, the Company and its commercial lender
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
2008 until April 2017 for Note One and until April 2011 for Note
Two, which include principal and interest (6.125% as of September
30, 2008 and 7.375% as of September 30, 2007) for Note One and principal and
interest (6.125% as of September 30, 2008 and 7.375% as of September 30,
2007) for Note Two, with a final payment upon maturity on April 25, 2017, 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 $33,449 and $42,049 for Note One and Note Two,


<PAGE>

respectively.


Line of Credit

       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% (5.5% at September 30,
2008) 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 matured on December 31, 2008 and Cycle Country is
working with the bank to renew the Line.

       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.  During the fiscal year ended
September 30, 2008, the Company has met all of its bank covenant terms
except the long term debt coverage ratio.  As of the issuance of this report,
Cycle Country has requested and received a one-time waiver from the bank.
In addition, the Company is required to maintain a minimum working capital
and shall not declare or pay any dividends or any other distributions.

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, 2008, none of the 40,000 warrants
were exercised.  The proceeds are to be applied to the outstanding
balance on the Notes.

Capital Resources

 	Management believes that the Company's operations are not
expected to require significant capital expenditures during fiscal
year 2009.Management believes that existing cash balances, cash flow to be
generated from operating activities and available borrowing capacity under
its line of credit agreement will be sufficient to fund normal 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.


<PAGE>


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

Fin 48
       The Financial Accounting Standards Board (FASB) issued interpretation
no. 48, Accounting for Uncertainty in Income Taxes- an interpretation of FASB
Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in
income taxes recognized in an enterprise's financial statements in accordance
with FASB Statement No. 109, Accounting for Income Taxes (SFAS 109). This
Interpretation prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. This Interpretation also
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition.

Item 7.  FINANCIAL STATEMENTS

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

<PAGE>


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

None.

Item 8A.  CONTROLS AND PROCEDURES

Not Applicable

Item 8A(T) CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

       The Company's President has evaluated the effectiveness of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) for the fiscal year ending September 30,
2008. Based upon such evaluation, the President has concluded that, at
September 30, 2008, the Company's disclosure controls and procedures were
ineffective.  This conclusion by the Company's President does not relate
to reporting periods after September 30, 2008 and is mainly due to the Chief
Financial Officer leaving the Company two weeks prior to the September 30,
2008 year end.

Management's Report on Internal Control Over Financial Reporting

       Under the supervision and with the participation of our management,
including our President, we conducted an evaluation of the effectiveness of our
internal control over financial reporting as of September 30, 2008.

       Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes, in accordance with generally accepted accounting
principles. Because of inherent limitations, a system of internal control
over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate due to change in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.

       Based on its evaluation as of September 30, 2008, our management
concluded that our internal controls over financial reporting were ineffective
as of September 30, 2008 and for the fiscal year ending September 30, 2008 and
that there is a material weakness in our internal control over financial
reporting as of September 30, 2008. A material weakness is a deficiency, or a
combination of control deficiencies, in internal control over financial
reporting such that there is a reasonable possibility that a material
misstatement of the Company's annual or interim financial statements will not
be prevented or detected on a timely basis.

       The material weakness relates to the loss of the Chief Financial
Officer and, therefore, leaving a lack sufficient personnel with the
appropriate level of knowledge, experience and training in the application
of accounting operations of our company. This weakness causes us to not fully
identify and resolve accounting and disclosure issues that could lead to a
failure to perform timely internal control and reviews.  In order to remedy the
weaknesses identified in this assessment, in September of 2008, we are
looking to hire a full-time Chief Financial Officer to develop and implement
necessary internal control procedures.

       This annual report does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management's report in this Annual Report on Form
10-KSB.

Changes in Internal Control Over Financial Reporting

       No change in the Company's internal control except as set forth above
over financial reporting occurred during the quarter ended September 30, 2008,
that materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.


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:



Name                  Age     Position              Current Position
                                                          Held Since
-----------------------------------------------------------------------------

F.L. Miller           67      Director                        2001

L.G. Hancher Jr.      54      Director                        2001

Rod Simonson          52      Director                        2001

Alan Bailey           50      Vice President and Director     2005

Joan Brehmer          49      Acting Chief Financial Officer  2008

Jeff Tetzlaff         52      President and Director          2008

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.


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


<PAGE>


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 2010.

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.


Alan Bailey joined Cycle Country as a 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 and was subsequently renewed for another three-year
term.

Joan Brehmer has been employed by Cycle Country for 11 years in a variety
of accounting and operations positions.  Prior to the acquisition of Simonsen
Iron Works, Ms. Brehmer served as head of accounting for Simonsen Iron Works
where she was responsible for all general accounting functions.  With the
departure of David Davis, on September 23, 2008 Ms. Brehmer assumed the
role of acting CFO.

Jeff Tetzlaff joined Cycle Country as President with the departure of Randy
Kempf on April 8, 2008.  Prior to joining Cycle Country, Mr. Tetzlaff served
as the Vice President for Business Development for Commerce Street Venture
Group.  Mr. Tetzlaff was named a member of the board at the regular board
meeting in June and is currently serving a three-year term, which will end in
2011.

Directors' Remuneration

       Effective October 1, 2004 and incorporated into our shareholder
approved 2007 Incentive Compensation Plan, 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, 2008, the non-management
directors are to receive a total of 3,609 shares of restricted
common stock valued at an average of $1.68 per share.

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


<PAGE>


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 2008 or for the
fiscal year 2008, failed to file on a timely basis reports required
by Section 16(a) of the Securities Exchange Act of 1934.


None



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, 2008, 2007, and
2006 to our Chief Executive Officers, Interim Chief Executive
Officer, and Vice Presidents. 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>


                                                                             All
Name and               Fiscal                     Stock        Option        Other
Principal Position     Year     Salary    Bonus   Awards       Awards        Compensation
----------------------------------------------------------------------------------------------

<S>                    <C>       <C>      <C>     <C>         <C>         <C>
Ronald Hickman,
Past President          2008        -       -       -            -              -
                        2007        -       -       -            -             698 (1)
                        2006     155,523  12,603    -            -          12,389 (2)
                        2006                                                   500 (3)

John Gault,             2008        -       -       -            -              -
Interim President       2007        -       -       -            -              -
                        2006     101,000    -       -            -              -

Randy Kempf,
Past President          2008     208,515  25,491  50,000         -         194,406 (4)
                        2007     187,000      25  25,000         -           6,979 (4)
                        2006       3,596    -     25,000         -              -

Lisa Bailey,            2008     100,000    -       -            -          11,275 (5)
Vice President          2007     100,000    -       -            -             500 (3)
                        2006        -       -       -            -              -

Alan Bailey,            2008     100,962   9,772    -            -           4,911 (1)
Sr. Vice President      2007     100,000   9,772    -            -          17,097 (6)
                        2006     113,462  14,248    -            -          11,033 (7)

Jeff Tetzlaff,          2008      69,231  27,071  13,750       39,500          534 (4)
President               2007        -       -       -            -              -
                        2006        -       -       -            -              -

Dave Davis,             2008      90,879    -       -            -          34,012 (8)
Prior CFO               2007      77,888    -       -            -           7,302 (9)
                        2006      68,636    -       -            -           7,156 (10)


</TABLE>

(1)  Amount paid for personal use of company auto.
(2)  Comprised of $1,805 value of personal use of company auto and
     $10,584 paid for health insurance.
(3)  Christmas Bonus.
(4)  Health insurance paid for officer of $6,906 in 2008 and $187,500 of a
     salary continuance into 2009 per severance package accrued as of
     September 30, 2008.  Health insurance paid for officer of $6,979 for 2007.
(5)  Comprised of $500 Christams bonus and $10,584 paid for health insurance.
(6)  Comprised of $6,513 of personal use of company auto and $10,584 paid for
     health insurance.
(7)  Comprised of $449 of personal use of company auto and $10,584 paid for
     health insurance.
(8)  Comprised of $500 Christmas bonus, $27,000 severance package and
     $6,512 paid for health insurance.
(9)  Comprised of $500 Christmas bonus and $6,802 paid for health insurance.
(10) Comprised of $417 Christmas bonus and $6,739 paid for health insurance.


<PAGE>


Stock Option Grants in the past fiscal year

       We have not issued any grants of stock options in the past fiscal
year.  As part of his employment agreement Mr. Tetzlaff was granted 500,000
stock options.

       Mr. Tetzlaff received $25,000 and 50,000 shares of stock in the form of
a signing bonus.

Employment Agreements

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

       We entered into an employment agreement with Alan Bailey, our Vice
President, effective May 1, 2005 for a period of five years under which
we have hired him to serve as our 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.  Subsequent to
the departure of Lisa Bailey, spouse of Mr. Bailey, Mr. Bailey's base salary
was changed to $125,000 based on an addendum to his 2005 employment
agreement.

       We terminated our agreement with Randy Kempf our previous CEO. We paid
the terms of the agreement.

       We entered into an employment agreement with Jeff Tetzlaff, our
President, effective April 8, 2008 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. The agreement calls for Mr. Tetzlaff to receive an
annual income of $150,000 per year plus a $450 per month automobile allowance
The agreement also provides for Mr. Tetzlaff 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
-------------------------------------------------------



Commerce Street Venture
Group
17322 Westfield Park Rd
Westfield, IN 46074            365,000         6.08%

Rod Simonson
1007 Okoboji Avenue
Milford, IA 51351               38,176         0.64%

David Davis
c/o Cycle Country
Accessories Corp
1701 38th Ave West
Spencer, IA 51301                8,500         0.14%

F.L. Miller
2500 Manhattan Blvd
Spirit Lake, IA 51360           38,290         0.64%

L.G. Hancher, Jr.
17322 Westfield Park Rd
Westfield, IN  46074           166,287         2.77%

Alan Bailey
c/o Cycle Country
Accessories Corp
1701 38th Ave West
Spencer, IA 51301              510,779         8.50%

Lisa Bailey
c/o Cycle Country
Accessories Corp
1701 38th Ave West
Spencer, IA 51301              326,889         5.44%

David Bailey
1209 Country Club Lane
Spencer, IA 51301              456,296         7.60%

Joan Bailey
1209 Country Club Lane
Spencer, IA 51301              599,296         9.98%

Randy Kempf
c/o Cycle Country
Accessories Corp
1701 38th Ave West
Spencer, IA 51301               35,000         0.58%

Jeffrey Tetzlaff
c/o Cycle Country
Accessories Corp
1701 38th Ave West
Spencer, IA 51301                  100         0.00%


All Directors and Officers
as a Group (7 Persons)       1,123,921        18.71%


<PAGE>






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

       NONE


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, 2008 and 2007. Henjes, Conner, & Williams, P.C. have
been Cycle Country's independent accountants since January 16, 2004.

Fees for fiscal years ended September 20, 2008 and 2007 were as follows:

                                        Fiscal            Fiscal
                                         2008              2007
Audit fees                            $49,619           $49,811
Audit-related fees                      6,591             2,358
Tax fees                               12,101             5,630
All other fees                           -                2,538
Total fees                            $68,311           $60,337



<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 accounting consultation related to GAAP and
application of GAAP to proposed transactions.

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

All Other Fees-Other miscellaneous research and assistance provided to the
Company including business segment items.


<PAGE>








       CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

       CONSOLIDATED FINANCIAL STATEMENTS

       SEPTEMBER 30, 2008 AND 2007






<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-32


Supplementary Information:

  Independent Auditors' Report on Supplementary Information     F-33

  Schedule 1 - Consolidated Schedule of Gross Profit   		F-34

  Schedule 2 - Consolidated Schedule of Selling, General, and
                Administrative Expenses                         F-35







                                 * * * * * * * *


<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, 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.




			Certified Public Accountants


Sioux City, Iowa
January 13, 2009





F-1

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2008 AND 2007


                                    ASSETS
                                    ------

<TABLE>
<CAPTION>

<S>                                                    <C>            <C>
                                                            2008             2007
CURRENT ASSETS
        Cash and Cash Equivalents                       $    194,576    $    454,848
        Accounts Receivable - Trade, Net                   2,935,647       2,235,856
        Inventories - Note 2                               5,110,499       5,270,644
        Taxes Receivable                                      14,780            -
        Deferred Income Taxes - Note 9                       345,920         100,302
        Prepaid Expenses and Other - Note 3                  209,617         227,437
                                                        -------------   -------------
			Total Current Assets   		$  8,811,039	$  8,289,087

PROPERTY, PLANT AND EQUIPMENT, Net - Note 5   		$ 11,449,369	$ 12,848,141

OTHER ASSETS
	Intangible Assets, Net - Note 4   		$    177,812	$    168,528
        Goodwill                                           4,890,146       4,890,146
        Other Assets - Note 6                                 48,363          38,421
                                                        -------------   -------------
			Total Other Assets   		$  5,116,321	$  5,097,095
                                                        -------------   -------------
           Total Assets                                 $ 25,376,729    $ 26,234,323
                                                        =============   =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
        Accounts Payable                                $    577,278    $    195,499
        Accrued Expenses - Note 7                            725,082         588,210
        Income Taxes Payable                                    -             28,657
        Deferred Gain on Sale                                166,524            -
        Line of Credit                                     1,000,000            -
	Current Portion of Bank Notes Payable -
                Note 8                                       811,053         623,697
                                                        -------------   -------------
                        Total Current Liabilities       $  3,279,937    $  1,436,063

LONG-TERM LIABILITIES
	Bank Notes Payable - Less Current Portion -
                Note 8                                  $  3,971,525    $  4,093,760
  Deferred Gain on Sale                                      194,278            -
  Deferred Income Taxes - Note 9                           2,360,812       2,428,736
                                                        -------------   -------------
           Total Long-Term Liabilities                  $  6,526,615    $  6,522,496

STOCKHOLDERS' EQUITY
        Common Stock - Note 10                          $        743    $        735
        Additional Paid-In Capital                        14,729,338      14,495,035
        Retained Earnings                                  3,421,732       3,779,994
        Treasury Stock - at Cost - Note 10               ( 2,581,636)           -
                                                        -------------   -------------
           Total Stockholders' Equity                   $ 15,570,177    $ 18,275,764
                                                        -------------   -------------
			Total Liabilities and Stockholders'
                          Equity                        $ 25,376,729    $ 26,234,323
                                                        =============   =============

</TABLE>

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, 2008 AND 2007

<TABLE>
<CAPTION>
<S>                                                        <C>            <C>

                                                                2008            2007

NET SALES                                                   $ 17,444,642    $ 14,134,863
        Freight Income                                            69,299          79,387

                        Total Net Sales                     $ 17,513,941    $ 14,214,250

Cost of Goods Sold                                           (13,215,382)    ( 9,332,869)

                        Gross Profit                        $  4,298,559    $  4,881,381

Selling, General and Administrative Expenses                 ( 4,763,859)    ( 4,018,875)

                        Income (Loss) from Operations       $(   465,300)   $    862,506

Non-Operating Income (Expense), Net - Note 11                     76,781     (   254,233)
			Income (Loss) Before Provision (Benefit)
                          for Income Taxes                  $(   388,519)   $    608,273

Provision (Benefit) for Income Taxes - Note 9                (    30,257)        190,131

                        Net Income (Loss)                   $(   358,262)   $    418,142

Weighted Average Shares of Common Stock
	Outstanding:
                Basic                                          6,169,659       7,346,617
                Diluted                                        6,169,659       7,346,617

Earnings Per Common Share:
                Basic                                        $(      .06)    $      0.06
                Diluted                                      $(      .06)    $      0.06


</TABLE>


See Accompanying Notes to Consolidated Financial Statements
F-3


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED SEPTEMBER 30, 2008 AND 2007



<TABLE>
<CAPTION>


                                                 Additional
                                  Common          Paid-In         Retained         Treasury
                                  Stock           Capital         Earnings         Stock         Total

<S>                              <C>           <C>             <C>                <C>           <C>
Balances at September 30, 2006    $ 729         $ 14,377,541    $ 3,361,852        -             $ 17,740,122


Net Income                                                          418,142                           418,142


Issuance of Common Stock              6              117,494                                          117,500
                                  ----          ------------    -----------        -----------   ------------


Balances at September 30, 2007    $ 735         $ 14,495,035    $ 3,779,994        -             $ 18,275,764


Net (Loss)                                                       (  358,262)                      (   358,262)


Issuance of Common Stock              8              234,303                                          234,303


Treasury Stock                                                                     $(2,581,636)   ( 2,581,636)
                                  ----          ------------    -----------        -----------   ------------

Balances at September 30, 2008    $ 743         $ 14,729,338    $ 3,421,732        $(2,581,636)  $ 15,570,177
                                  =====         ============    ===========        ============  ============


</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, 2008 AND 2007



INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS





<TABLE>
<CAPTION>


                                                                2008            2007
<S>                                                            <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
        Net Income (Loss)                                       $(  358,262)    $ 418,142
	Adjustments to Reconcile Net Income (Loss) to Net
		Cash Provided (Used) by Operating Activities:
                  Depreciation                                      807,083       811,392
                  Amortization                                        5,857        12,336
                  Share-Based Compensation Expense                  128,250          -
                  Share-Based Directors Fees                         14,561          -
            Share-Based Consulting Fees                              91,500          -
      (Gain) on Sale & Disposal of Assets                        (  729,168)     ( 54,326)
                  Deferred Income Tax (Benefit)                  (  313,542)     ( 73,224)
                  Change in Inventory Reserve                        36,000        76,095
      (Increase) Decrease in Assets:
                    Accounts Receivable - Trade, Net             (  699,791)     (370,756)
                    Inventories                                     124,145      (256,701)
                    Taxes Receivable                             (   14,780)      235,275
                    Prepaid Expenses and Other                       17,820        54,906
                    Other Assets                                 (    9,942)     ( 20,856)
		  Increase (Decrease) in Liabilities:
                    Accounts Payable                                381,779      (130,879)
                    Accrued Expenses                                136,872         2,931
                    Deferred Gain on Sale                           360,802          -
                    Taxes Payable                                (   28,657)       28,657
                                                                ------------    ----------
			Net Cash Provided (Used) by Operating
                          Activities                            $(   49,473)    $ 732,992


CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
        Purchase of Property and Equipment                      $(1,280,108)    $(245,335)
        Purchase of Intangible Assets                            (   15,141)         -
	Proceeds from Sale of Property, Plant and
                Equipment                                            19,329        95,981
                                                                ------------    ----------
                    Net Cash (Used) by Investing Activities     $(1,275,920)    $(149,354)

</TABLE>


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, 2008 AND 2007



INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


<TABLE>

<CAPTION>


                                                                2008            2007
<S>                                                             <C>            <C>
CASH FLOWS FROM FINANCING ACTIVITIES
        Principal Payments on Long-Term Debt                    $(  684,879)    $(579,647)
        Proceeds from Long-Term Debt                                750,000          -
        Proceeds from Line of Credit                              1,000,000          -
                                                                ------------    ----------
			Net Cash Provided (Used) by Financing
                          Activities                            $ 1,065,121     $(579,647)
                                                                ------------    ----------

			Net Increase (Decrease) in Cash and Cash
                          Equivalents                           $(  260,272)    $   3,991

Cash and Cash Equivalents - Beginning of Year                       454,848       450,857
                                                                ------------    ----------

Cash and Cash Equivalents - End of Year                         $   194,576     $ 454,848
                                                                ============    ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	Cash Paid During the Year For:
		Interest, Net of Amounts Capitalized   		$   260,686	$ 374,326
                                                                ============    ==========

                Income Taxes Paid                               $   326,722          -
                                                                ============    ==========

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
  AND INVESTING ACTIVITIES
-------------------------------------------
	Issuance of Common Stock for Payment of
          Consultant Fees                                       $    91,500     $  92,500
                                                                ============    ==========

	Issuance of Common Stock for Payment of
          CEO Bonus                                             $   128,250     $  25,000
                                                                ============    ==========

	Issuance of Common Stock for Payment of
          Director Fees                                         $    14,561           -
                                                                ============    ==========

	Exchange of Common Stock for Milford Property
          Agreement with Danbom Properties (Treasury Stock)     $(2,581,636)          -
                                                                ============    ==========

</TABLE>

See Accompanying Notes to Consolidated Financial Statements

F-6

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007






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)
	Cycle Country Accessories Subsidiary Corp (Cycle Country Sub)

Cycle Country - Nevada and Cycle Country Sub are Nevada
corporations, while Cycle Country - Iowa is an Iowa
corporation. 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 Cycle Country Sub were merged
into Cycle Country - Iowa, leaving a corporate shell for
that subsidiary.

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

	Revenue Recognition - The Company ships products to its
customers 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 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.  Sales were recorded net of sales
discounts and allowances.  Sales discounts and allowances
were approximately $1,180,000 and $516,000 in fiscal 2008
and 2007, respectively.



F-7

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007





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

	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 $15,000 and $10,000 at September 30,
2008 and 2007, reflects management's best estimate of
future uncollectible accounts.

Inventories - Inventories are valued at the lower of cost
or market.  For fiscal 2008 the cost is determined using
the weighted average method.  During the fiscal year, the
Company changed its method of valuing inventory from a
standard cost system, which approximated first-in, first-
out, to the average actual cost method.  The new method of
accounting for inventory is deemed preferable as the
Company moved from a system which approximated a GAAP
valuation method to a GAAP valuation method. The change in
inventory accounting method did not have a material impact
on the fiscal 2008 Consolidated Financial Statements and,
because the effect on prior periods presented is not
material, they have not been restated as would be required
by Statement of Financial Accounting Standards No. ("SFAS")
154, "Accounting Changes and Error Corrections."

F-8

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007




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

Expenditures for normal maintenance and repairs are changed
to expense as incurred.

	Goodwill and Other Intangible Assets - Goodwill
(representing the excess of the amount paid to acquire
assets over the estimated fair value of those assets
acquired) and intangible assets with indefinite useful
lives are not amortized but instead are tested for
impairment annually, or when events or circumstances
indicate that its value may have declined.  This
determination of any goodwill impairment is made at the
reporting unit level and consists of two steps.  First, the
Company determines the fair value of a reporting unit and
compares it to its carrying amount.  Second, if the
carrying amount of the reporting unit exceeds its fair
value, an impairment loss is recognized for any excess of
the carrying amount of the reporting unit's goodwill over
the goodwill's implied fair value.  The fair value of the
Company's reporting units is calculated by comparing the
weighted average of the net present value of future cash
flows and a market approach based on the reporting unit's
carrying value.  The Company utilizes discount rates
determined by management to be similar with the level of
risk in its current business model.  Although no changes
are expected, if the actual results of the Company are less
favorable than the assumptions the Company makes regarding
estimated cash flows, the Company may be required to record
an impairment charge in the future.  The Company has
determined that there is no impairment to its goodwill for
the years ended September 30, 2008 and 2007.

F-9

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007






Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Cont.)	The Company's definite-lived intangible asset categories,
covenants not-to-compete and patents, are amortized over
their estimated useful lives.

	Other intangible assets are stated at cost and consist of
trademarks, covenants not-to-compete, and patents.  All
trademarks acquired by the Company's acquisitions have been
deemed to have an indefinite life and as such will not be
amortized.  The covenants not-to-compete are being
amortized over their estimated useful lives (5 years for
both) and the patents are amortized over their useful lives
of 11 to 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.

	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                    2008             2007

        Balance - Beginning of Period     $ 45,000        $ 45,000
        Warranty Claims Accrued             85,944          48,435
        Warranty Claims Settled            (80,944)        (48,435)
                                          ---------       ---------

        Balance - End of Period           $ 50,000        $ 45,000
                                          =========       =========



F-10

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007






Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Cont.)	Distributor Rebate Payable - The Company offers a quarterly
rebate program (the "Program") for its North America ATV
accessory distributors.  The Program provides for a tiered
rebate from 1% to 7% based on purchase orders of eligible
products during a quarter.  The Program rebate is
"paid" quarterly to the applicable distributors as a credit
against future purchases of the Company's products.  The
Program rebate liability is calculated and recognized as
ATV accessory products are purchased within a quarter and
is included in accrued expenses in the accompanying
consolidated balance sheets for fiscal 2008.  The
distributor rebate expense totaled approximately
$491,000 and $282,000 in fiscal 2008 and 2007, respectively
and is recorded as a reduction of sales in the accompanying
consolidated financial statements.

	Income Taxes - The Company accounts for income taxes using
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 to the extent that they are
realizable.  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.

	The Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48 (FIN 48), "Accounting for Uncertainty
in Income taxes, and interpretation of FASB Statement No.
109."  FIN 48 prescribes a comprehensive model for how
companies should recognize, measure, present and disclose
in their financial statements uncertain tax positions taken
or expected to be taken on a tax return.  Under FIN 48, tax
positions are recognized in the Company's financial
statements as the largest amount of tax benefit that has a
greater than 50% likelihood of being realized upon ultimate
settlement with tax authorities assuming full knowledge of
the position and all relevant facts.  These amounts are
subsequently reevaluated and changes are recognized as
adjustments to current period tax expense. FIN 48 also
revised disclosure requirements to include an annual
tabular roll forward of unrecognized tax benefits.




F-11


<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007






Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Cont.)	The Company adopted the provisions of FIN 48 on October 1,
2007. At the adoption date of October 1, 2007, and at
September 30, 2008, no uncertain positions were identified.
 To the extent interest and penalties would be assessed by
taxing authorities in any underpayment of income taxes,
such amounts would be accrued and classified as a component
of interest expense on the condensed consolidated statement
of income.

	Subsequent to year end, the Internal Revenue Service (IRS)
has completed an examination of tax years 2004 through 2006
resulting in additional tax due to the IRS of $142,942.
This additional tax due is included in the current year
provision for income taxes.

	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, 2008 and 2007:

                                              For the Year Ended
                                              September 30, 2008
                                              ------------------
                                  Income           Shares        Per-Share
                                (Numerator)     (Denominator)    Amount
Basic EPS
    Income Available to Common
    Stockholders                $(358,262)      6,169,659       $(0.06)

    Effect of Dilutive Securities
      Warrants                       -               -             -
      Options               -        -               -

    Diluted EPS
      Income Available to Common
      Stockholders and Assumed
      Conversions               $(358,262)      6,169,659	$(0.06)




F-12

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007





Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                                              For the Year Ended
                                              September 30, 2007
                                              ------------------
                                  Income           Shares        Per-Share
                                (Numerator)     (Denominator)    Amount
Basic EPS
  Income Available to Common
    Stockholders                 $ 418,142       7,346,617       $ 0.06

Effect of Dilutive Securities
  Warrants                            -               -             -

Diluted EPS
  Income Available to Common
  Stockholders and Assumed
  Conversions                    $ 418,142       7,346,617       $ 0.06
                                 ==========      ==========      =======

	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, with the
exception of the costs of the catalogs on hand in the amount
of $15,800, which are shown in prepaid expenses - other.
Advertising expense totaled approximately $455,000 and
$486,000 in fiscal 2008 and 2007, respectively, and is
included in selling, general, and administrative expenses and
cost of goods sold 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 2008 and 2007, included in
selling, general and administrative expenses and cost of
goods sold in the accompanying consolidated statements of
income totaled approximately $434,000 and $250,000,
respectively.

	Shipping and Handling Costs - Shipping and handling costs
represent costs associated with shipping products to
customers and handling finished goods.  Shipping and
handling costs included in selling, general, and
administrative expenses and cost of goods sold in the
accompanying consolidated statements of income for the
fiscal 2008 and 2007 were approximately $193,000 and
$188,000, respectively.



F-13

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007


Note 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Cont.)	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.  During 2008, there
were no material changes in the Company's methods or
policies used to establish estimates and assumptions.
While the Company does not believe that the ultimate
settlement of any such items will materially affect the
Company's financial condition or results of future
operations, actual results may differ from estimates
provided.

	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 2008 and 2007 and at September 30, 2007,
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.

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


Note 2  -  INVENTORIES
The components of inventories at September 30 are summarized
as follows:

                                                 2008             2007

		Raw Materials   		$ 2,474,458	$ 2,475,451
                Work in Progress                    533,344         599,401
                Finished Goods                    2,237,931       2,295,026
                Inventory Reserve                (  135,234)     (   99,234)
                                                ------------    ------------
                     Total Inventories          $ 5,110,499     $ 5,270,644
                                                ============    ============

F-14


<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007






Note 3  -  PREPAID EXPENSES AND OTHER
General and administrative costs included in finished goods
inventory at September 30, 2008 and 2007, were $344,661 and
$593,960, respectively.  Total General and administrative
costs included in cost of goods sold for the year ended
September 30, 2008 and 2007 were $2,849,851 and $2,079,246,
respectively.

	During the year ended September 30, 2007, the Company
updated and revised the accounting method for calculating
the manufacturing overhead allocation pool and application
of burden rates.  This change materially effects the
allocation of expenses into cost of goods sold from selling,
general and administrative expenses in the 2007 year and
will consistently be applied in future years.

	Prepaid expenses and other at September 30 consisted of the
following:

                                                    2008             2007

                Prepaid Insurance                 $ 145,906       $ 162,799
                Prepaid Lease                          -              3,969
                Prepaid Promotion                     9,094          17,819
                Prepaid Stock Exchange Fee            9,167           6,333
                Other                                45,450          36,517
                                                  ----------      ----------
                Total Prepaid Expenses and Other  $ 209,617       $ 227,437
                                                  ==========      ==========

Note 4  -  ACQUIRED INTANGIBLE ASSETS
	Acquired intangible assets consist of the following:

				           As of September 30, 2008

<TABLE>
<CAPTION>

				Weighted-
				Average   	Gross
				Amortization	Carrying	Accumulated
				   Period   	 Amount 	Amortization	Net

<S>                           <C>               <C>             <C>            <C>
       Amortized Intangible
         Assets
       --------------------
         Covenants Not-to-
           Compete                  5            $  78,000       $  78,000          -
         Patents                11.52               86,178          35,720     $  50,458
                                                 ----------      ----------    ----------
                                                 $ 164,178       $ 113,720     $  50,458
       Unamortized Intangible
         Assets
       ----------------------
         Trademarks                                127,354                       127,354
                                                 ----------      ----------    ----------
            Total Acquired
              Intangible
               Assets                            $ 291,532       $ 113,720     $ 177,812
                                                 ==========      ==========    ==========


</TABLE>

F-15



<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007






Note 4  -  ACQUIRED INTANGIBLE ASSETS
(Cont.) 				           As of September 30, 2007

<TABLE>
<CAPTION>

				Weighted-
				Average   	Gross
				Amortization	Carrying	Accumulated
				   Period   	 Amount 	Amortization	Net

<S>                            <C>              <C>             <C>            <C>
  Amortized Intangible
   Assets
  --------------------
   Covenant Not to
     Compete
     Agreements                     5         $  78,000          $  78,000        -
    Patents                     11.52            78,552             29,863   $  48,689
                                              ----------         ----------  ----------
                                              $ 156,552          $ 107,863   $  48,689


  Unamortized Intangible
   Assets
  ----------------------
   Trademarks                                   119,839                        119,839
                                             -----------         ----------  ----------
     Total Acquired
       Intangible
       Assets                                 $ 276,391          $ 107,863   $ 168,528
                                             ===========         ==========  ==========

</TABLE>

Amortization expense totaled $ 5,857 and $12,336 during
fiscal 2008 and 2007, respectively.

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

	  Years Ending September 30,
		         2009   		$   6,399
		         2010   		$   6,399
		         2011   		$   6,399
		         2012   		$   6,399
		         2013   		$   6,399



F-16

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007


Note 5  -  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          2008              2007

        Land                       -          $   119,820    $    499,820
        Land Improvements       15 - 20           160,442         172,981
        Building                15 - 40         5,672,234       7,407,485
        Plant Equipment          7 - 10         7,696,739       6,808,719
        Tooling and Dies         3 - 7            876,049         832,995
        Vehicles                 3 - 7            473,078         448,355
        Office Equipment         3 - 10         1,105,437         862,868
        Construction in Progres    -                9,198           3,160
                                             -------------   -------------
                                             $ 16,112,997    $ 17,036,383

        Less:  Accumulated Depreciation       ( 4,663,628)    ( 4,188,242)
                                             -------------   -------------
                                             $ 11,449,369    $ 12,848,141
                                             =============   =============

Note 6  -  OTHER ASSETS
The components of other assets at September 30 are
summarized as follows:

                                                            2008         2007

   Unamortized Loan Costs                        $     23,363    $     13,421
   Investment in Golden Rule (Bermuda), Ltd.           25,000          25,000
                                                 -------------   -------------

        Total Other Assets                       $     48,363    $     38,421
                                                 =============   =============




F-17

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007



Note 7  -  ACCRUED EXPENSES
The components of accrued expenses at September 30, are
summarized as follows:

                                                  2008             2007

         Distributor Rebate Payable              $  17,642       $ 180,713
         Accrued Salaries and Related Benefits     507,539         223,870
         Accrued Warranty Expense                   50,000          45,000
         Accrued Real Estate Tax                   112,539         116,414
         Accrued Royalty Expense                     6,480           5,947
         Accrued Interest                            3,871           4,766
         Accrued Director Fees                      27,011          11,500
                                                 ----------      ----------
                     Total Accrued Expenses      $ 725,082       $ 588,210
                                                 ==========      ==========

Note 8  -  BANK NOTES PAYABLE

On May 13, 2008, the Company and its commercial lender
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 were
amended.  The Notes, going forward, are payable in monthly
installments from August 2008 until April, 2017 for Note
One and until April, 2011 for Note Two, which include
principal and interest (6.125% as of September 30, 2008)
for Note One and principal and interest (6.125% as of
September 30, 2008) for Note Two, with a final payment upon
maturity on April 25, 2017, for Note One and April 25,
2011, for Note Two.  On April 28, 2008, the Company and its
commercial lender entered into a new secured credit
agreement, Note Three.  Note Three is payable in monthly
installments from June 2008 until April 2013 which include
principal and interest (6.125% as of September 30, 2008)
with a final payment upon maturity on April 25, 2013.

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.  The
interest rate is also fixed on Note Three.  However, the
interest rate for Note One can never exceed 10.5% or be
lower than 5.5%.  The monthly payment is $33,449, $42,049
and $14,567 for Note One, Note Two and Note Three,
respectively.  At September 30, 2008 and 2007,
$2,889,085 and $3,098,690, respectively, were outstanding
for Note One, $1,197,751 and $1,618,767, respectively, were
outstanding for Note Two and
$695,742 and $0 was outstanding for Note Three.



F-18

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007






Note 8  -  BANK NOTES PAYABLE
(Cont.) 	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,
2008, are as follows:

	  Years Ending December 31,
		         2009   		$   811,053
		         2010   		$   862,130
		         2011   		$   697,675
		         2012   		$   441,718
		         2013   		$   396,539
		         Thereafter   		$ 1,573,463


	Under the terms of the 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% (5.5% at September 30, 2008).  The variable interest
rate can never exceed 10.5% or be lower than 5.5%.  The
Line of Credit matured on December 31, 2008, and as of the
date of this report, has not been renewed.  At September
30, 2008, $1,000,000 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.  During the
fiscal year ended September 30, 2008, the Company has met
all of its bank covenant terms except the long term debt
coverage ratio.  As of the issuance of this report, the
Company requested and received a one-time waiver from the
bank for September 30, 2008.  For 2007, the Company met all
of its financial ratio requirements.



F-19

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007


Note 9 -  INCOME TAXES
	The provisions for income taxes for the years ended
	September 30, 2008 and 2007, consist of the following:

                                               2008          2007
		Current Tax Provision
                  Federal                  $   283,285     $   255,580
                  State                           -              7,775
                                           ------------    ------------
                                           $   283,285     $   263,355
		Deferred Tax (Benefit)
                  Federal                   (  313,542)     (   73,224)
                                           ------------    ------------

                Total Income Tax Provision
                      (Benefit)            $(   30,257)    $   190,131
                                           ============    ============

	Deferred Tax Assets and Liabilities at September 30, are
comprised of the following:

                                             2008             2007
           Deferred Tax Assets
             Inventory Reserve             $    45,980     $    33,740
             Capitalized Fees                   41,249            -
             Accrued Vacation                   49,602          44,710
             Accrued Wages                      64,316            -
             Accrued Warranty                   17,000          15,300
             Accrued Bonus                        -              3,152
             Allowance for Uncollectible
               Accounts                          5,100           3,400
             Deferred Gain on Sale             122,673            -
                                           ------------    ------------
                 Total Deferred Assets     $   345,920     $   100,302

           Deferred Tax Liability
            Property and Equipment          (2,360,812)     (2,428,736)
                                           ------------    ------------
             Net Deferred Tax (Liability)  $(2,014,892)    $(2,328,434)
                                           ============    ============

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

                                                  2008            2007

                Current Assets                  $   345,920     $   100,302
                Long-Term Liabilities            (2,360,812)     (2,428,736)
                                                ------------    ------------
                  Net Deferred Tax (Liability)  $(2,014,892)    $(2,328,434)
                                                ============    ============

F-20

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007



Note  9 -  INCOME TAXES

(Cont.)	No valuation allowance has been provided for the deferred tax
assets at September 30, 2008 or 2007, as full realization of
these assets is more likely than not.

	A reconciliation of the income tax provision computed by
applying the federal statutory rate for the year ended
September 30, 2008 and 2007, is as follows:

                                                     2008           2007

           Federal Statutory Tax                   $(132,096)      $ 206,813
           Depreciation and Amortization             110,188        ( 66,279)
           Inventory Reserve                          12,240        ( 25,872)
           Deferred Gross Profit                        -             24,861
           Deferred Gains                            115,196            -
           Extraterritorial Income Exclusion            -             15,210
           IRS Adjustments                          (142,942)           -
           Other                                       7,157          30,266
           State and Local Income Taxes, Net of
            Federal Tax Benefit                         -              5,132
                                                   ----------      ----------
                Total Income Tax Provision         $( 30,257)      $ 190,131
                                                   ==========      ==========

Note 10 -  STOCKHOLDERS' EQUITY

		Common Stock - The Company has 100,000,000 shares of
$0.0001 par value common stock authorized and
 6,022,307 and 7,350,008 shares issued and outstanding at
September 30, 2008 and 2007, respectively.  Of the
6,022,307 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, 2008, the Company did
not redeem any warrants, nor were any warrants exercised.




F-21

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007




Note 10 -  STOCKHOLDERS' EQUITY
(Cont.)	The Company has 20,000,000 shares of $0.0001 par value
preferred stock authorized with no shares outstanding at
September 30, 2008 and 2007.  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.

	Treasury Stock - The Company reacquired 1,410,730 shares of
its own stock at a $1.83 per share, for a total cost of
$2,581,636 in exchange for their Milford facility on November
14, 2007.


Note 11 -  NON-OPERATING INCOME (EXPENSE)
Non-Operating income (expense) for the years ended
September 30, 2008 and 2007, consisted of the following:

                                                2008        2007
   Income
   ------
       Gain on Sale of Property, Plant and
         Equipment                           $ 368,366       $  54,326
       Interest                                 19,665          48,405
       Lease Income                              1,792          13,750
       Other                                    28,695           5,520
                                             ----------      ----------
          Total Income                       $ 418,518       $ 122,001

   Expense
   -------
       Other                                 $(  1,950)      $(  2,494)
       Interest                               (339,787)       (373,740)
                                             ----------      ----------
           Total Expense                     $(341,737)      $(376,234)
                                             ----------      ----------
           Total Non-Operating Income
            (Expense), Net                   $  76,781       $(254,233)
                                             =========       ==========

Note 12 -  PENSION AND PROFIT SHARING PLAN
The Company maintains 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 $18,000 for the years ended
September 30, 2008 and 2007.

F-22

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007





Note 13 -  BUSINESS CONCENTRATIONS
At September 30, 2008, the customer with the largest
outstanding accounts receivable balance totaled
approximately $1,508,405 or 51% of the gross accounts
receivable.  At September 30, 2008, the outstanding
accounts receivable balance of one customer exceeded 10% of
gross accounts receivable is as follows:

                                                         Percent
                                                         of Gross
                                         Accounts        Accounts
                        Customer        Receivable       Receivable

                          A             $ 1,508,405       50.67 %

At September 30, 2007, customers with the two largest
outstanding accounts receivable balances totaled
approximately $678,475 or 30% of the gross accounts
receivable.  At September 30, 2007, 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             $   268,790       12 %
                          B             $   409,685       18 %

	Sales to the Company's major customers, which exceeded 10%
of net sales, accounted for approximately 53% of net sales
in fiscal 2008 and approximately 16% each of net sales in
fiscal 2007.

	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, Illinois, 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 2008, the Company purchased approximately $1,300,667
of raw materials from one vendor and approximately
$1,208,295 from another vendor, which represented
approximately 17% and 16% of materials used in products
sold during 2008.  During fiscal 2007, there were no
concentrations over 10%.

F-23

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007


Note 14 -  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  65%
and 58% of ATV Accessories revenues during fiscal 2008 and
fiscal 2007, respectively.  Sales of snowplow blades
comprised approximately  55% and 43% of the Company's
consolidated total revenues during fiscal 2008 and fiscal
2007, respectively.

	ATV Accessories sales comprised approximately 80% and 73%
the Company's consolidated total revenues during fiscal
2008 and fiscal 2007, respectively.  Contract Manufacturing
sales comprised approximately 12% of the Company's
consolidated total revenues during fiscal 2008 and 2007.
While Plastic Wheel Covers sales comprised approximately 8%
and 13% of the Company's consolidated total revenues during
fiscal year 2008 and 2007, respectively.




F-24

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007


Note 14 -  SEGMENT INFORMATION
(Cont.)	The following is a summary of certain financial information
related to the four segments:

                                                    2008            2007
	Total Revenues by Segment
		ATV Accessories   		$ 14,827,931	$ 10,550,309
                Plastic Wheel Covers               1,500,730       2,003,626
                Contract Manufacturing             2,144,978       1,738,298
                Weekend Warrior                      151,130         358,524
                                                -------------   -------------
                 Total Revenues by Segment      $ 18,624,769    $ 14,650,757

        Freight Income                                69,299          79,387
        Sales Discounts and Allowances           ( 1,180,127)    (   515,894)
                                                -------------   -------------
                     Total Combined Revenue     $ 17,513,941    $ 14,214,250
                                                =============   =============

	Operating Profit (Loss) by Segment
		ATV Accessories   		$  6,736,662	$  6,397,081
                Plastic Wheel Covers                 845,572       1,189,380
                Contract Manufacturing               783,092         888,083
                Weekend Warrior                       70,385         165,846
                Freight Income                        69,297          79,387
                Sales Allowances                 ( 1,180,127)    (   515,894)
                Factory Overhead                 ( 3,026,322)    ( 3,322,502)
		Selling, General and
                  Administrative                 ( 4,763,859)    ( 4,018,875)
                Interest Income (Expense), Net   (   320,122)    (   325,336)
                Other Income (Expense), Net          396,903          71,103
                Income Tax (Expense) Benefit          30,257     (   190,131)
                                                -------------   -------------
                     Net Income (Loss)          $(   358,262)   $    418,142
                                                =============   =============
	Identifiable Assets
		ATV Accessories   		$ 18,015,628	$ 18,012,012
                Plastic Wheel Covers                 729,946         662,574
                Contract Manufacturing             2,836,944       2,705,695
                Weekend Warrior                    1,314,994       1,521,555
                                                -------------   -------------
                     Total Identifiable Assets  $ 22,897,512    $ 22,901,836

        Corporate and Other Assets                 2,479,217       3,332,487
                                                -------------   -------------
		     Total Assets   		$ 25,376,729	$ 26,234,323
                                                =============   =============



F-25

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007






Note 14 -  SEGMENT INFORMATION
(Cont.)
                                                      2008            2007
	Depreciation by Segment
		ATV Accessories   		$    394,097	$    400,413
                Plastic Wheel Covers                  85,342          81,679
                Contract Manufacturing                91,988          86,187
                Weekend Warrior                       31,350          34,983
                Corporate and Other                  204,306         208,130
                                                -------------   -------------
                     Total Depreciation         $    807,083    $    811,392
                                                =============   =============
	Capital Expenditures by Segment
		ATV Accessories   		$    704,101	$     80,566
                Plastic Wheel Covers                  38,770          74,580
                Contract Manufacturing               161,336          17,051
                Weekend Warrior                       38,509           5,476
                Corporate and Other                  337,392          67,662
                                                -------------   -------------
                     Total Capital Expenditures $  1,280,108    $    245,335
                                                =============   =============

	The following is a summary of the Company's revenue in
different geographic areas during the years ended September
30, 2008 and 2007:

                                           2008           2007

                United States          $  16,183,794   $ 12,140,210
                Other Countries            1,330,147      2,074,040
                                       --------------  -------------
                     Total Revenue     $  17,513,941   $ 14,214,250
                                       ==============  =============

	As of September 30, 2008 and 2007, all of the Company's
long-lived assets are located in the United States of
America.  During fiscal 2008 and 2007, ATV Accessories had
sales to individual customers which exceeded 10% of total
revenues, as described in Note 13.  Plastic Wheel Covers,
Weekend Warrior, and Contract Manufacturing did not have
sales to any individual customer greater than 10% of total
revenues during fiscal 2008 and 2007.


F-26

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007


Note 15 -  RELATED PARTY TRANSACTIONS
During the years ended September 30, 2008 and 2007, the
Company had non-eliminated related party sales transactions
with a company owned by one of its board members.  Total
revenue comprised of $292,964 and $93,000 of which $45,743
and $19,660 remained in accounts receivable at September
30, 2008 and 2007, respectively.


Note 16 -  RISK OF 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.


Note 17 -  SHARE BASED COMPENSATION
During the year ended September 30, 2008, the Company
adopted Statement of Financial Accounting Standards
("SFAS") No. 123(R), Share-Based Payment, which requires
share-based payment transactions to be accounted for using
a fair value based method and the recognition of the
related expense in the results of operations.  SFAS No.
123(R) allows companies to choose one of two transition
methods:  the modified prospective transition method or the
modified retrospective transition method.

	The Company adopted SFAS No. 123(R) using the modified
prospective method of transition which requires compensation
expense related to share based payments to be recognized
beginning on the adoption date over the requisite service
period, generally the vesting period, and over the remaining
service period for the unvested portion of awards granted
prior.




F-27

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007






Note 17 -  SHARE BASED COMPENSATION
(Cont.)	The June, 2008 President's Executive Employment Agreement
provides for the grant of 50,000 shares of stock in the
Company, vesting over a three-year period.  At the end of
the first and second full year of employment, the President
shall become vested in and receive 16,666 shares of stock
each year.  At the completion of the President's third full
year of employment, he shall become vested in and receive
the final 16,668 shares of stock.  Total compensation
expense recognized during the year ended September 30, 2008,
was $9,075 net of the income tax benefit in the amount of
$4,675.  As of September 30, 2008, there was $68,750 of
total unrecognized compensation cost related to the non-
vested share-based compensation arrangement under the plan.
 The cost is expected to be recognized over a three-year
period.

	The President is further offered stock options to acquire an
additional 500,000 shares of stock in the Corporation at the
closing price on the date employment commenced, $1.68 per
share, which option shall run for a period of 3 years.  This
option may be exercised by the President paying to the
Corporation the exercise price multiplied by the number of
shares he wishes to exercise at that time.  At any time
during the first 3 years of employment, this option may be
exercised in full or in part.  Any portion of this option
which has not been exercised on the third anniversary of the
commencement date of the Executive Employment Agreement will
lapse and no longer be an obligation of the Corporation.
Stock shall be restricted and contain the appropriate legend
noting its restriction.

	Under the provisions of SFAS No. 123(R), stock based
compensation cost is estimated at the grant date based on
the fair value of the award and compensation cost is
recognized as an expense over the requisite service period
of the award.  The fair value of non-vested stock awards was
determined by reference to the fair market value of the
Company's common stock on the date of the grant.  Consistent
with the valuation method the Company used for disclosure-
only purposes under the provisions of SFAS No. 123(R),
Accounting for Stock-Based Compensation, the Company uses
the lattice valuation model to estimate the fair value of
option awards.  Determining the appropriate fair value model
and related assumptions requires judgment, including
estimating stock price volatility, forfeiture rates and
expected terms.






F-28

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007






Note 17 -  SHARE BASED COMPENSATION
(Cont.)	The following assumptions were utilized to estimate the
fair value of the Company's stock option awards during the
year ended September 30, 2008 and 2007:

                                                      2008    2007

                Expected Stock Price Volatility      12.83 %   -
                Risk-Free Interest Rate               3.14 %   -
                Expected Life of Options             3 Years   -
                Expected Annual Dividends                0 %   -


The expected volatility rate was based on the historical
volatility, for the last 3 years, of the Company's common
stock. The expected life represents the average time
options that vest are expected to be outstanding based on
the vesting provisions and the Company's historical
exercise, cancellation and expiration patterns.

The risk-free rate was based on U.S. Treasury zero-coupon
issues with a maturity approximating the expected life as
of the week of the grant date.  There was no annual
dividend rate assumed as a cash dividend is not expected to
be declared and paid in the foreseeable future.  The
Company updates these assumptions at least on an annual
basis and on an interim basis if significant changes to the
assumptions are warranted.

With the adoption of SFAS No. 123(R), the Company recorded
stock-based employee compensation expense related to stock
options of approximately $26,070, net of a tax benefit in
the amount of $13,430, and net of estimated forfeitures,
for the year ended September 30, 2008.  The Company
recognized the full amount of the stock-based employee
compensation expense of its equity incentive plans in the
consolidated statements of operations for the year ended
September 30, 2008, and did not capitalize any such costs
in the consolidated balance sheets other than in the
general overhead pool for inventory costs.  The weighted-
average grant-date fair value per share of options granted
during the year ended September 30, 2008, was $.219 per
share.  No options were granted for the year ended
September 30, 2007.







F-29

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007






Note 17 -  SHARE BASED COMPENSATION
(Cont.)	The following table lists stock option activity for the
year ended September 30, 2008:

<TABLE>
<CAPTION>
                                                Weighted        Weighted
                                                Average         Average         Aggregate
				Number of	Exercise	Remaining 	Intrinsic
				 Shares  	 Price  	Contractual	 Value
                                ---------       --------        -----------     ---------
<S>                             <C>             <C>             <C>             <C>
 Outstanding at September 30,
   2007                             -              -                -                -
 Granted                         500,000         $ 1.68          $ 840,000           -
 Exercised                          -              -                -                -
 Canceled                           -              -                -                -
 Outstanding at September 30,
   2008                          500,000         $ 1.68          $ 840,000           -
 Options Vested and Exercisable
   at September 30, 2008         500,000         $ 1.68          $ 840,000           -
</TABLE>

	As of September 30, 2008, there was $70,000 of total
compensation cost related to this stock option arrangement
granted under the plan.  The cost is expected to be
recognized over a three-year period.

	Prior to the adoption of SFAS No. 123(R), the Company
maintained an employment agreement with their former CEO
which 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, $2 per
share, on the Presidents first day of employment. As of
September 30, 2008, the remaining $75,000 of cost to the
plan was recognized and the remaining 12,500 shares will be
issued on September 18, 2009.

	The Company also issued shares to non-employee board of
directors under the approved 2007 Incentive Compensation
Plan for their services provided to the Company as a
director.  A total of 4,637 shares at 1.83 per share were
issued in 2008 and 3,609 shares at an average of 1.68 per
share were included as compensation expense, were accrued
and will be issued in 2009.

	Stock-based compensation expense related to stock options
and restricted shares recorded in the Company's consolidated
statements of operations was allocated as follows:



F-30

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007






Note 17 -  SHARE BASED COMPENSATION
(Cont.)

    Cost of Sales                               -              -
    Selling, General and Administrative
      Expense                               $ 142,811       $ 25,000
    Research and Development Expense            -              -
                                            ----------      ---------
    Stock-Based Compensation Expense Before
      Income Tax                            $ 142,811       $ 25,000
    Less:  Income Tax Benefit                  51,412          9,000
                                            ----------      ---------
    Net Stock-Based Compensation Expense
      After Income Tax                      $  91,399       $ 16,000
                                            ==========      =========


Note 18 -  STOCK REDEMPTION - SALE OF PROPERTY

On November 14, 2007, the Company closed the transaction
with its founder and his wife in which they purchased the
Company's manufacturing plant located in Milford, Iowa.  In
return, the Company received all of the common equity owned
by the founder and his wife, 1,410,730 shares.  The
acquired shares are being held as Treasury Stock.  The
value of the property was determined based upon a formal
appraisal and discussions with two independent commercial
realtors and the stock was valued using the stock's closing
price on November 13, 2007, of $1.83 per share for a total
stock price of $2,581,636.

Note 19 -  SALES - LEASEBACK - OPERATING LEASE

	On November 14, 2007, the Company also entered into a
sales-leaseback arrangement.  Under the arrangement, the
Company sold its Milford facility land and buildings as
noted above, along with certain other pieces of equipment,
to its founder and his wife for 1,410,730 shares of the
Company's common stock.  The lease back has been accounted
for as an operating lease with a three-year term.  At
September 30, 2008, $360,802 of the $725,792 total gain has
been deferred and will be amortized to income in proportion
to lease expense over the term of the lease.

Amortization of the gain recognized for the fiscal year
ended September 30, 2008, was $138,770, the required
minimum lease payments are $185,104 per year for three
years from the inception of the lease.  Total lease
expenses at September 30, 2008 and 2007 was $160,265 and
$5,292, respectively.



F-31

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 AND 2007


Note 20 -  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 went to trial
during the week of July 30, 2007.  The jury returned a
verdict in favor of the Company, awarding no monetary
amount to the plaintiff, Lori Christenson.

Note 21 -  COMMITMENT 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 $206,752 and $210,500, as
of September 30, 2008 and 2007, respectively.

	Employment Agreement - the Company entered into an
employment agreement with their President, effective June
24, 2008, for a period of three years from the commencement
of his employment April 8, 2008.  The agreement provides
for 50,000 shares in restricted Company common stock with
33 1/3% issued upon the first full year of employment and
33 1/3% issued each year for the next two years.  The value
of the entire restricted stock award was determined by the
closing price on the President's grant date of employment,
June 24, 2008.  The agreement provides stock options to
acquire an additional 500,000 shares as discussed in the
Share Based Compensation footnote.  The agreement also
provides for standard benefits such as health insurance
coverage, 401(K) retirement saving plan, sick and vacation
time, cafeteria plan, and a vehicle allowance.

	Purchase Obligations and Other Commitments - At September
30, 2008 and 2007, the Company has purchase obligations for
materials and other contractual obligations in the amount
of $250,587 and $288,211, respectively.





F-32


<PAGE>








SUPPLEMENTARY INFORMATION



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,
2008 and 2007, appears on page F-1.  The audits were conducted for the
purpose of forming an opinion on the basic consolidated financial
statements taken as a whole.  The supplementary information in Schedules
1 and 2 pertaining to fiscal 2008 and 2007 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, 2008 and 2007, taken as a
whole.




	Certified Public Accountants


Sioux City, Iowa
January 13, 2008





F-33

<PAGE>


CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES	SCHEDULE 1

CONSOLIDATED SCHEDULE OF GROSS PROFIT

FOR THE YEARS ENDED SEPTEMBER 30, 2008 AND 2007


<TABLE>
<CAPTION>


                                         2008                         2007
                                         ----                         ----
                                                   % of                        % of
                                  Amount          Revenue     Amount          Revenue

<S>                            <C>               <C>          <C>             <C>
TOTAL NET SALES   		$ 17,513,941	  100.0 %	$ 14,214,250	100.0 %

DIRECT MANUFACTURING COSTS
    Materials                   $  8,346,391       47.6 %       $  5,841,235    41.1 %
    Salaries - Direct              1,586,440        9.1            1,260,644       8.9
    Contract Labor                   436,634        2.5               83,944        .6
    Royalty                           49,856         .3               67,800        .5
                                -------------     -------       -------------   -------
      Total Direct
        Manufacturing Costs     $ 10,419,321       59.5 %       $  7,253,623      51.1 %

FACTORY OVERHEAD
    Salaries - Administrative   $    211,689        1.2 %       $    245,788       1.7 %
    Salaries - Other                 152,488         .9              117,526        .8
    Salaries - Officers              165,909         .9               91,876        .6
    Depreciation and
           Amortization              721,425        4.1              624,834       4.4
    Freight                          161,934         .9              124,857        .9
    Insurance                        154,547         .9              168,112       1.2
    Payroll Taxes                    144,008         .8              171,194       1.2
    Repair and Maintenance            94,029         .5              137,026       1.0
    Utilities                        398,919        2.3              296,387       2.1
    Employee Health Insurance        312,460        1.8              236,325       1.7
    Other Production Costs            12,705         .1           (  348,727)   (  2.5)
    Legal and Accounting              12,838         .1               13,990        .1
    Other Professional Fees           22,496         .1               16,595        .1
    Real Estate Taxes                 98,666         .6               90,386        .6
    Instruction Supplies               4,345                           5,039        -
    Other Employee Benefits           10,979         .1                3,677        -
    Office and Shipping Supplies
           and Postage                 9,771         .1               18,396        .1
    Shop Supplies                    106,853         .6               65,965        .5
                                -------------     -------       -------------    -------
             Total Factory
               Overhead         $  2,796,061       16.0 %       $  2,079,246      14.5 %
                                =============     =======       =============    =======

             Total Cost of Goods
               Sold             $ 13,215,382       75.5 %       $  9,332,869     65.6 %
                                -------------     -------       -------------    -------
             Gross Profit       $  4,298,559       24.5 %       $  4,881,381     34.4 %
                                =============     =======       =============    =======

</TABLE>

See the Accompanying Independent Auditors'
Report on Supplementary Information
F-34

<PAGE>

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARIES	SCHEDULE 2

CONSOLIDATED SCHEDULE OF SELLING, GENERAL
       AND ADMINISTRATIVE EXPENSES

FOR THE YEARS ENDED SEPTEMBER 30, 2008 AND 2007
<TABLE>
<CAPTION>


                                         2008                         2007
                                         ----                         ----
                                                   % of                        % of
                                  Amount          Revenue     Amount          Revenue

<S>                            <C>               <C>          <C>             <C>
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES
-------------------------
  Salaries - Administrative     $  495,619      2.8 %     $   400,216         2.8 %
  Salaries - Officers              695,403      4.0           478,043         3.5
  Salaries - Shipping              152,171       .9           143,472         1.0
  Salaries - Engineering           232,995      1.3           227,011         1.6
  Advertising                      455,038      2.6           482,737         3.5
  Shipping and Handling Costs      232,034      1.3           187,664         1.3
  Legal and Accounting             123,561       .7           125,911          .9
  Depreciation and
    Amortization                    91,515       .5           198,894         1.4
  Insurance                        288,028      1.6           264,522         1.9
  Office and Shipping Supplies
    and Postage                    209,347      1.2           161,285         1.1
  Fuel and Fuel Tax                 46,333       .3            26,668          .2
  Commissions                      175,808      1.0           158,688         1.1
  Payroll Taxes and Other
    Employee Benefits              213,715      1.2           171,925         1.2
  Retirement Plan Contribution      18,364       .1            18,385          .1
  Other Professional Fees          552,145      3.2           412,894         2.9
  Repairs and Maintenance           40,776       .2            14,654          .1
  Employee Health Insurance     (      210)       -            82,864          .6
  Telephone                         38,324       .3            39,983          .3
  Travel and Meals                  81,154       .5            85,192          .6
  Warranty                          80,676       .5            48,435          .3
  Show Expense                      44,460       .3            34,073          .2
  Research and Development          16,716       .1            23,457          .2
  Real Estate Tax                   47,490       .3            64,282          .5
  Shop Supplies                     14,701       .1             5,141          -
  Subscriptions and Dues            29,577       .2            19,240          .1
  Utilities                         24,000       .1            24,000          .2
  Bonuses - Officers               103,250       .6            34,272          .2
  Contract Labor                    19,209       .1            37,613          .3
  Contributions                     23,957       .1            19,274          .1
  Promotions                           441        -             3,249          -
  Bad Debts                         43,299       .2                85          -
  Director Fees                      6,000        -             3,500          -
  Lease Expense                    160,265       .9             5,292          -
  Miscellaneous                      7,698        -            15,954          .1
    Total Selling, General
      and Administrative       ------------   -------     ------------      -------
      Expenses                 $ 4,763,859     27.2 %     $ 4,018,875        28.3 %
                               ============   =======     ============      =======


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

F-35
<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 January 10, 2009.

        CYCLE COUNTRY ACCESSORIES CORP.

	By:	/s/ Jeff Tetzlaff
		Jeff Tetzlaff
                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 January 13, 2009.

By:	/s/ Jeff Tetzlaff		Principal Executive Officer
        Jeff Tetzlaff                   and President

By:  /s/ Joan Brehmer                   Acting Chief Financial Officer
     Joan Brehmer

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

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

By:     /s/ Rod Simonson                Director
	Rod Simonson

By:     /s/ Alan Bailey                 Director
	Alan Bailey


<PAGE>