Edgar Filing: CYCLE COUNTRY ACCESSORIES CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB

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

For the fiscal year ended September 30, 2001

Commission File Number 000-25563

CYCLE COUNTRY ACCESSORIES CORP.
-------------------------------

(Exact name of registrant as specified in its charter)

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

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

(712) 338-2701
(Registrant's telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The Company's revenues for the year ended September 30, 2001 were $13,313,826.

As of September 30, 2001, the aggregate market value of the voting stock
held by non-affiliates of the registrant (based on an assumed value of $5.00
per share held by non-affiliates on September 30, 2001) was $18,125,000.

As of September 30, 2001, there were 3,625,000 shares of the registrant's
Common Stock outstanding.

PART I.

Item 1. DESCRIPTION OF THE BUSINESS

GENERAL

Cycle Country Accessories Corp. (a Nevada corporation) (the
Successor Company) 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) (the Predecessor
Company) for $4,500,000 in cash and 1,375,000 shares of our common
stock. Cycle Country Accessories Corp. (an Iowa corporation) (the
Predecessor Company) was originally incorporated on August 8, 1983
and is headquartered in Milford, Iowa. In addition, on August 14,
2001, Cycle Country Accessories Corp. (an Iowa corporation) (the
Predecessor Company) 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.

We are the 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, spreader, sprayers, tillage equipment, winch mounts,
utility boxes, wheel covers and an assortment of other ATV accessory
products. These products custom fit essentially all ATV models from
Honda, Yamaha, Kawasaki, Suzuki, Polaris, Arctic Cat and Bombardier.
We design, engineer and assemble all accessory products at our
headquarters and subcontract the manufacturer of many original
equipment components. Additionally, we recently made the decision to
enter the Lawn and Garden industry.

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 have sold our products to 16 distributors in the
United States for the past 20 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 19 international distributors
distributing our products to 35 countries.

Additionally, we are the largest manufacturer of golf car
hubcaps in the world. We estimate that we maintain 90% of the
original equipment manufacturer ("OEM") 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.

Our three largest customers accounted for approximately 43% of
our net sales in the year ended September 30, 2001. These three
customers have represented a significant amount of our business every
year for at least the past 16 years. While the percentage of total
net sales these customers represent should decrease as our sales grow
in other areas, such as Lawn and Garden, we do anticipate these
customers will continue to represent a significant amount of our
business.

INDUSTRY OVERVIEW

ATV Accessories:
----------------

In today's ATV market there are several OEMs competing for
market share. Honda has been the world leader followed by Polaris,
Yamaha, Kawasaki, Suzuki, Arctic Cat and Bombardier. According to
ATV Magazine, in 2000 there were 800,000 ATV's sold worldwide. This
represented a 19.2% increase over 1999. Of those 800,000 units 75%
were Utility and 40% were Sport Quads. We consider the Utility
Division to be our target market.

Our market research tells us that the manufacturers of garden
tractors and utility vehicles need accessories similar to those
available in the ATV industry. We are currently working with some of
these companies and expect to substantially expand that market in the
very near future. In addition to our accessory line we manufacture
several products under private label and we intend to expand on that
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 90% 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.

COMPANY HISTORY

Cycle Country's market research has been a continued work in
process for the past 20 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 recreational and machinery
industry depending on the product and consumer. In 2000,
approximately 800,000 units were sold worldwide and there are
approximately 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 snow plow kits that year. He sold more the next year
and then in 1983 decided to incorporate. The business has grown
every year since. Now in addition to snowplows, Cycle Country
manufactures and sells a full range of farm products designed for the
new and more powerful ATV's. These products include mowers,
sprayers, 3-point hitch, moldboard plow, disc harrow, furrower,
cultivator, rake, row planter, and seeder. We also manufacture winch
mounts, chains, gun racks, and a very unique 5th wheel trailer.

Over the last several years, we have expanded into manufacturing
injected molded wheel covers primarily for the golf car industry. We
are now crossing over into the lawn & garden industry with some
current products as well as creating new items specifically for that
industry.

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. We estimate that approximately 75% of all the ATV's
currently sold are for these utility functions. We offer a standard
one-year warranty on all products except snow plows, 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.

We manufacture our products from high-quality parts produced by
local metal fabricators and metal stampers, with final assembly and
packaging performed at our headquarters. 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, 2001,
which approximates 85% of total company segment sales: (a) Blades:
71%, (b) Mowers: 8%, (c) Winches and Winch Mounting Kits: 6%, (d)
Tillage Equipment: 3%, (e) Sprayers: 3%, (f) Spreaders: 1%. "Other"
products comprise the remaining 8% of our sales.

Our major ATV accessory products include:

Blades.

We manufacture four sizes of steel straight blades which include
a 42", 48", 60" and 72" models. We also offer a 52" State Plow, a
Power "V" blade and a 60" plastic blade. Standard blade
configuration features a universal manual lift or a universal
electric lift. The blades can also be lifted with a winch.

Winches and Winch Mounts.

We offer a complete line of electric winches and winch mounts to
fit all ATV models. Models include 1,500 and 2,000 pound capacity
winches.

Mowers.

We offer two mowing systems, the "Quicksilver 54 Finish Cut"
mower and the "Rough Cut" mower. The Quicksilver 54 is a 54" finish
cut mower that can be mounted to the front of an ATV or towed behind
any tractor or ATV. It is powered by a 10.5 horsepower engine by
Briggs & Stratton. The Rough Cut is a 48" mower that is designed to
cut thick weeds and overgrown brush. It's powered by a 12.5
horsepower engine by Briggs & Stratton and is pulled behind the ATV.
The Rough Cut offers an offset hitch, which allows mowing to the
left, right or directly behind the ATV.

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 built-in float to provide the smooth
operation of attached implements. The three-point hitch meets
engineering standards for zero category hitches. The hitch design
allows the use of implements such as cultivators, moldboard plow,
disc harrow, furrower, rake, one row planter and a rear blade. We
manufacture and sell all of these implements.

Sprayers.

We offer two styles of sprayers. The first is rack-mounted on
the ATV and the other is trailer mounted. Rack- mounted sprayers are
offered in both 15 and 25-gallon sizes. There are three different
models of rear-mounted sprayers available depending on spraying
needs: Econo Spot, Deluxe and Ag-Commercial. Trailer mounted
sprayers are offered in 25 and 55 gallon sizes. Both the rack-
mounted sprayers and the trailer-mounted sprayers can be purchased
with either a 43" or 120" spray boom.

Spreaders.

We offer a 100-pound capacity hopper for front or rear mounting.
This product is used for spreading everything from fertilizer to
seed.

Other.

Additionally, we offer a wide array of products such as tire
chains, rack boxes, CV boot guards, spotlights, trailers, gun racks
and bed lift kits for select utility vehicles. We also recently
entered the lawn & garden market, and are currently working with
several OEM's to design a new line of accessories for small tractors.
We are also pursuing retail outlets as markets for these products as
well. The response that we have experienced suggests that this
market will expand at an accelerated rate. Sales of these products
began in the third quarter of fiscal 2001 and we believe that this
market will represent sales increases in excess of $1 million
annually for the next three years.

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 15% of our total segment sales. Wheel cover products
include 6", 8" and 10" sizes offered in a variety of color options in
both hot-stamped or metalized options.

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 three product design professionals that work
with CAD/CAM technology in the design of new products. This R&D
group serves two primary functions: product retrofitting and new
product design. Retrofitting of existing products accounts for
roughly 50 percent of the engineers' time. Management considers the
engineering group a critical factor to the company's future and
current success.

New products introduced in 2000 included: the Light Force
plastic snow blade, Grablight, Quicksilver 54 mower, front and rear
steel mesh baskets and a new rear drop steel mesh basket. New
products introduced in 2001 included: the Work Power 1500 winch,
universal 3 point frame, and a 72" heavy duty blade for utility
vehicles. Management feels that adding new products for the ATV
accessory market is a key to continued growth.

There are no products presently being developed that will
require a material investment of our resources.

PATENTS AND TRADEMARKS

We maintain trademarks for all of our product names. In
addition, we maintain patents for wheel covers, 3-point hitches,
Snowmobile Chariot, rack utility boxes, work power lift system, rub
block on work power lift, grablight and the 5th wheel trailer.

SUPPLIERS

During the year ended September 30, 2001, we purchased
approximately $4,839,000 of goods from Simonsen Iron Works, Inc., our
largest supplier who does the majority of our ironworks. This
represented approximately 63% of our raw goods purchases during that
year. In order to reduce the possibility of any adverse consequence
of this concentration, over the past two years we have begun using
additional suppliers.

MARKETING - CHANNELS OF DISTRIBUTION:

ATV Accessories:
----------------

Domestic Distribution

We distribute our products domestically through 16 distributors
that specialize in motorcycle and ATV accessories. These
distributors are either regional or national. We believe that
virtually every ATV dealer in the United States is served by at least
two of these distributors. Because of this overlap we believe that
we would experience a minimal decline in sales if any one of our
distributors decided to stop selling our products. Most of these
distributors have been customers of Cycle Country since we first
began selling ATV accessories. Our most recent distributor was added
approximately four years ago.

During the year ended September 30, 2001, Domestic accessory
sales represent approximately 93% of our total ATV Accessory sales.
For 2001, our largest distributor accounted for 22% of our domestic
accessory sales and our five largest distributors accounted for 74%
of our domestic accessory sales.

We are currently negotiating with lawn & garden equipment
manufacturers regarding the development of a product line similar to
the one offered for the ATV market. We are also working with
national retail outlets for potential distribution.

International Distribution

We are rapidly expanding our international distributor network.
There are currently 19 distributors that sell our products in 35
countries. This department is in its 5th year of existence and has
provided us with a profitable expansion of the ATV Accessory segment
of business. We were recognized as the Iowa Small Business Exporter
of the year in 1997 and received the Governor's Export Award in that
same year.

International accessory sales represent approximately 7% of our
total ATV Accessory sales. We believe that the international market
will be a significant contributor to our long-term sales growth.

Wheel Covers:
-------------

We market wheel covers to virtually all golf car manufacturers.
We estimate we provide approximately 90% of all wheel covers sold to
these golf car manufacturers. Sales to these golf car OEMs 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 an 80% market share of the golf car after market wheel cover
sales.

Sales and Promotion

ATV Accessories:
----------------

We employ a sales force of five people to market our ATV
products. Our primary method of penetrating the market of ATV
dealers is to leverage the sales work to the representatives employed
by our distributors. These representatives call on every ATV dealer
in the United States and each of the 35 countries represented by our
distributors. We view our job as educating these representatives so
they can effectively sell our product line.

Each year we produce a catalog of our entire product line and
make a new video that demonstrates the applicability of our products.

Distributors are allowed unlimited quantities of these sales tools.
Sales programs such as an early order program that allows for a
discount off of distributor price and an annual rebate incentive
based on achievement of predefined sales targets are utilized to
promote the product line throughout the year.

Our representatives exhibit at several 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. In addition, we attend
the Dealernews International Powersports Dealer Expo to demonstrate our new
products to our distributors as well as ATV dealers.

Golf Market:
------------

The primary means we use to sell our wheel covers is to attend
semi-annual golf industry trade shows and produce a brochure for
distribution to interested parties. Distributor representatives
assist in after market sales.

Advertising

We advertise our ATV Accessories in national trade magazines,
professionally developed videos, annual catalog, magazine and
television advertising campaigns. Additionally we have an Internet
site located at: www.cyclecountry.com.

COMPETITION

We are one of the largest ATV accessory manufacturers in the
world. Management estimates that we maintain a 50% market share in
the domestic ATV accessories market, with the next largest
manufacturer, Cambridge Metal and Plastics having an estimated 20%
share of the domestic market. Management also estimates that we
control approximately 50% of the international ATV market in the
countries in which we distribute. Additionally, management estimates
that we control 90% market share of the OEM golf car hubcap market
and 80% of the golf car aftermarket.

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

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

EMPLOYEES

As of September 30, 2001, we have 65 full-time employees,
including 39 in production, 5 in sales, 4 in administration, 10
general office, 4 in research and development and 3 drivers. We
presently have no labor union contract between us and any union and
we do not anticipate unionization of our personnel in the foreseeable
future. We believe our relationship with our employees is good.
From time to time, we hire part time employees, ranging from a
minimum of 1 to a maximum of 6.

Item 2. DESCRIPTION OF PROPERTIES

Our principal office facility is a modern 78,000 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 74,000 square foot
building expansion. We own this facility and it is used as
collateral for our Bank Midwest loan. Additionally, we lease one
storage building in Sioux Rapids, Iowa, which is 35 miles from our
principal facility on a month to month lease at $500.00 per month.

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, other than two
product liability cases, both of which involve a failed winch switch.
We currently carry two million dollars of product liability
insurance. Our attorneys for each case have informed us that they do
not anticipate any judgment exceeding our insurance coverage.

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

(a) The Company consummated an initial public offering of its
Common Stock, par value $0.0001 per share pursuant to a registration
statement declared effective by the Commission on November 28, 2001,
File No. 333-68570 ("Registration Statement").

(b) As of December 20, 2001 there were approximately 150
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).

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

The following is a discussion of our results of operations and
our liquidity and capital resources. 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 "Risks Associated With Forward Looking
statements". The following should be read in conjunction with our
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 are 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 (the "Note") entered
into with a commercial lender to purchase all of the outstanding
common stock of Cycle Country Accessories Corp. (an Iowa
corporation). The Note is collateralized by all of the Companies
assets, is payable in monthly installments from September 2001 to
July 2006, which includes principal and interest at prime + 0.75%
(6.75% at September 30, 2001), with a final payment upon maturity on
July 25, 2006. The variable interest rate can never exceed 9% or be
lower than 6%. The monthly payment is $90,155 and is applied to
interest first based on the interest rate in effect, with the balance
applied to principal. The interest rate is adjusted daily.
Additionally, any proceeds from the sale of stock received from the
exercise of any of the 2,000,000 outstanding warrants shall be

applied to any outstanding balance on the Note. At September 30,
2001, $4,440,512 was outstanding on the Note.

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.

We are the 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, wheel covers and an assortment of other ATV accessory
products. These products custom fit essentially all ATV models from
Honda, Yamaha, Kawasaki, Suzuki, Polaris, Arctic Cat and Bombardier.
We design, engineer and assemble all accessory products at our
headquarters and subcontract the manufacturer of many original
equipment components.

Additionally, we are the largest manufacturer of golf car
hubcaps in the world. We estimate that we maintain 90% of the
Original Equipment Manufacturer hubcap business. We have always sold
directly to golf car manufactures and we believe that we have an
excellent distribution network that reaches the after market
throughout the United States, Europe and Asia.

Results of Operations - Year ended September 30, 2001 vs Year ended
September 30, 2000

OVERALL. Revenues for the year ended September 30, 2001
increased $534,355, or 4.2%, to $13,313,826 from $12,779,471 for the
year ended September 30, 2000. Cost of goods sold increased
$119,381, or 1.3%, to $9,257,543 for the year ended September 30,
2001 from $9,138,162 for fiscal 2000. Additionally, gross profit as
a percentage of revenue was 30.5% for the year ended September 30,
2001 compared to 28.5% for fiscal 2000. The increase in gross margin
during fiscal 2001 of 2% is mainly attributable to an increase in
unit sales volume of our most profitable product, Snowplow Blades, as
well as operational labor efficiencies in our Plastic Wheel Cover
segment and a slight decrease of manufacturing overhead costs as a
percentage of sales (8.3% of sales in fiscal 2001 versus 8.4% of
sales in fiscal 2000). Selling, general and administrative expenses
increased $332,510 or 12.6%, to $2,978,841 for the year ended September
30, 2001 from $2,646,331 for fiscal 2000. The increase in operating
expenses is primarily a result of additional spending of
approximately $79,000 in professional fees, approximately $67,000 in
advertising and promotions, approximately $89,000 in sales &
marketing rebates, approximately $38,000 in insurance, approximately
$25,000 in travel costs, approximately $21,000 each in vehicle
repairs and depreciation, and approximately $15,000 in research and
development costs coupled with a decrease of approximately $18,000 in
freight costs and $15,000 in building rent. Non-operating income
increased $15,401, or 59.7%, to $41,199 for the year ended September
30, 2001, from $25,798 for fiscal 2000. The increase is primarily
due to increases of approximately $10,000 of interest income,
approximately $32,000 of consulting income earned and approximately
$34,000 of interest expense coupled with a decrease of approximately
$14,000 in royalty income and approximately $10,000 in gains on sale
of equipment during the year ended September 30, 2001 and the write-
off of an investment of the Company of approximately $28,000 during
fiscal 2000.

BUSINESS SEGMENTS As more fully described in Note 17 to the
Consolidated Financial Statements, the Company operates two
reportable business segments: ATV Accessories and Plastic Wheel
Covers. The gross margins are vastly different in our two reportable
business segments due to the fact that we assemble our ATV
Accessories (i.e. we outsource the ironworks to our main product
supplier) and are vertically integrated in our Plastic Wheel Cover
segment.

ATV ACCESSORIES Revenues for the year ended September 30, 2001
increased $569,725, or 5.2%, to $11,592,047 from $11,022,322 for the
year ended September 30, 2000. The increase is attributable to an
increase in unit volume of our Snowplow Blades.

Cost of goods sold increased $136,887, or 1.8%, to $7,901,782
for the year ended September 30, 2001 from $7,764,895 for fiscal
2000. The increase is due to an increase in material costs during
fiscal 2001 as compared to fiscal 2000. Gross profit as a percent of
revenues was 31.8% for fiscal 2001 compared to 29.6% for the
corresponding period in 2000. The increase in gross profit for the
year ended September 30, 2001 was attributable to the increase in

unit sales volume of our most profitable product, the Snowplow Blade
as discussed above.

PLASTIC WHEEL COVERS Revenues for the year ended September 30,
2001 remained relatively constant, increasing $5,699, or 0.3%, to
$1,984,006 from $1,978,307 for the year ended September 30, 2000.
The slight increase in revenue was attributable to changes in current
market conditions. Our new product will address the needs of the new
market.

Cost of goods sold decreased $258,131, or 28.6%, to $644,026 for
the year ended September 30, 2001 from $902,157 for fiscal 2000.
Gross profit as a percent of revenue was 67.5% for the year ended
September 30, 2001 compared to 54.4% for the corresponding period in
fiscal 2000. The increase in gross profit for the year ended
September 30, 2001 was attributable to raw material price savings and
labor efficiencies obtained in the production process.

GEOGRAPHIC REVENUE During fiscal 2001, revenue in the United
States increased $487,817, or 4.1%, to $12,476,848 from $11,989,031
for the year ended September 30, 2000. Revenue from other countries
increased $46,538, or 5.9%, to $836,978 from $790,440 for the year
ended September 30, 2000.

Results of Operations - Year ended September 30, 2000 vs Year ended
September 30, 1999

OVERALL. Revenues for the year ended September 30, 2000
increased $1,309,969, or 11.4%, to $12,779,471 from $11,469,502 for
the year ended September 30, 1999. Cost of goods sold increased
$1,279,773, or 16.3%, to $9,138,162 for the year ended September 30,
2000 from $7,858,389 for the corresponding period in fiscal 1999.
Gross profit as a percentage of revenue was 28.5% in fiscal 2000
compared to 31.5% in fiscal 1999. Selling, general and
administrative expenses decreased $66,849, or 2.5%, to $2,646,331 for
the year ended September 30, 2000, from $2,713,180 for the
corresponding period in fiscal 1999. The decrease in operating
expenses is primarily the result of decreases of approximately
$82,000 in sales & marketing rebates, approximately $21,000 in
freight costs, approximately $12,000 in advertising, and
approximately $10,000 in salaries & related benefits coupled with
increases of approximately $25,000 in office expense & shipping
supplies, approximately $20,000 in fuel costs and approximately
$10,000 in vehicle repairs. Non-operating income decreased $72,184,
or 73.7%, to $25,798 for the year ended September 30, 2000, from
$97,982 for the corresponding period in fiscal 1999. The decrease is
primarily due to decreases of approximately $25,000 in royalty
income, approximately $27,000 in truck lease income and approximately
$28,000 for the write-off of an investment of the Company during
fiscal 2000 coupled with an increase of approximately $7,000 from
gains on sale of equipment during fiscal 2000.

ATV ACCESSORIES Revenues for the year ended September 30, 2000
increased $1,286,799, or 13.2%, to $11,022,322 from $9,735,523 for
the year ended September 30, 1999. The increase was largely
attributable to an increase in unit volume of our Snowplow Blades
which accounted for approximately $880,000 of the increase in revenue
of the ATV Accessories segment. Approximately $340,000 of the
increase in revenue was caused by the introduction of a new product,
an Electric Blade Lift, during fiscal 2000. The remaining increase
is attributable to a general increase in product sales during the
fiscal year.

Cost of goods sold increased $858,437, or 12.4%, to $7,764,895
for the year ended September 30, 2000 from $6,906,458 for the
corresponding period in fiscal 1999. The increase is attributable to
the increase in revenues during the same period. Gross profit as a
percentage of revenue was 29.6% in fiscal 2000 compared to 29.1% in
fiscal 1999. The increase in gross profit for fiscal 2000 was
primarily due to raw material cost savings due to additional
purchases during fiscal 2000.

PLASTIC WHEEL COVERS Revenues for the year ended September 30,
2000 increased $142,703, or 7.7%, to $1,978,307 from $1,835,604 for
the year ended September 30, 1999. The increase in revenue for the
period was attributable to an increase in unit volume of plastic
wheel covers sold.

Cost of goods sold increased $239,288, or 36.1%, to $902,157 for
the year ended September 30, 2000 from $662,869 for the corresponding
period in fiscal 1999. The increase was attributable to the increase
in revenue, a better allocation of manufacturing overhead between the
ATV Accessories & Plastic Wheel Cover segments and additional work
that needed to be performed on some plastic wheel covers during
fiscal 2000. The additional work required during fiscal 2000 is not
indicative of future costs and should not be a reoccurring cost in
fiscal 2001. Gross profit as a percent of revenue was 54.4% in
fiscal 2000 compared with 63.9% in fiscal 1999. The decrease in
gross profit for fiscal 2000 was primarily due the increases in cost
of goods sold as discussed above.

GEOGRAPHIC REVENUE During fiscal 2000, revenue in the United
States increased by $1,393,975, or 13.2%, to $11,989,031 for the year
ended September 30, 2000 from $10,595,056 for the corresponding
period in fiscal 1999. The increase in revenue is due to the large
amount of snow received in the United States during fiscal 2000 which
caused an increase in sales of Snow Plow Blades and other related
equipment. Revenue from other countries decreased by $84,006 during
fiscal 2000. The decrease in revenues is primarily due to fewer
sales in the Central & South America region.

Liquidity and Capital Resources

Our primary source of liquidity has been cash generated by our
operations.

Cash and cash equivalents were $274,089 at September 30, 2001
compared to $368,797 as of September 30, 2000. Net working capital
was $ 1,995,007 at September 30, 2001 compared to $2,989,420 at
September 30, 2000. Inventories decreased to $2,638,714 at September
30, 2001 from $2,791,317 at September 30, 2000.

On August 21, 2001, under the terms of a secured credit
agreement, the Company entered into a note payable for $4,500,000
(the "Note") with a commercial lender. The Note is collateralized by
all of the Company's assets, is payable in monthly installments from
September 2001 until July 2006, which includes principal and interest
at prime + 0.75% (6.75% at September 30, 2001), with a final payment
upon maturity on July 25, 2006. The variable interest rate can never
exceed 9% or be lower than 6%. The monthly payment is $90,155 and
is applied to interest first based on the interest rate in effect,
with the balance applied to principal. The interest rate is adjusted
daily. Additionally, any proceeds from the sale of stock received
from the exercise of warrants shall be applied to any outstanding
balance on the Note or the Line of Credit described below. At
September 30, 2001, $4,440,512 was outstanding on the Note.

Under the terms of the secured credit agreement noted above, the
Company has a Line of Credit for the lesser of $500,000 or 80% of
eligible accounts receivable and 35% of eligible inventory. The Line
of Credit bears interest at prime plus 1.25% (7.25% at September 30,
2001) and is collateralized by all of the Company's assets. The Line
of Credit matures on August 25, 2002. There are no outstanding
borrowings under the Line of Credit at September 30, 2001.

At September 30, 2000, we had a short-term note payable of
$100,000 that has been subsequently repaid.

Consistent with normal practice, management believes that the
Company's operations are not expected to require significant capital
expenditures during fiscal year 2001. 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 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.

Forward Looking Statements

Certain statements in this report are forward-looking statements
within the meaning of the federal securities laws. Although the
Company believes that the expectations reflected in its forward-
looking statements are based on reasonable assumptions, there are
risks and uncertainties that may cause actual results to differ
materially from expectations. These risks and uncertainties include,
but are not limited to, competitive pricing 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, and the impact of marketing and cost-
management programs.

Recent Accounting Pronouncements

SFAS No. 141, "Business Combinations", establishes financial
accounting and reporting standards for business combinations and
supercedes APB Opinion No. 16, "Business Combinations" and SFAS No.
38, "Accounting for Preacquisition Contingencies of Purchased

Enterprises". All business combinations in the scope of SFAS No. 141
are to be accounted for using the purchase method of accounting.
Adoption of SFAS No. 141 is not expected to have a material effect on
the Company, inasmuch as the Company has historically not
participated in any business combinations.

SFAS No. 142, "Goodwill and Other Intangible Assets",
establishes financial accounting and reporting standards for acquired
goodwill and other intangible assets and supercedes APB Opinion No.
17, "Intangible Assets". SFAS No. 142 establishes standards as to
how intangible assets that are acquired (but not acquired in a
business combination) should be accounted for in financial statements
upon their acquisition. In addition, SFAS No. 142 establishes
standards how goodwill and other intangible assets should be
accounted for after they have been initially recognized in the
financial statements. Adoption of SFAS No. 142 is not expected to
have a material effect on the Company, inasmuch as the Company has
historically not had a material amount of intangible assets and no
goodwill recorded in the financial statements.

Item 7. FINANCIAL STATEMENTS

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

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

Not applicable.

PART III.

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

Directors and Executive Officers

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

Name Age Position Director Since
---- --- -------- --------------
Ron Hickman 51 President and Director 2001
Dave Davis 36 Chief Financial Officer -
Dick Downing 51 Vice President of Engineering -
Marie Matthieson 39 Vice President of Manufacturing -
Ken Horner 54 Vice President of Marketing -
Richard Wagner 75 Director 2001
Jim Danbom 58 Director 2001
L.G. Bob Hancher Jr. 48 Director 2001
Richard J.Groeneweg 55 Director 2001

Richard A. Wagner has served on various Boards throughout his career.
Mr. Wagner retired as President-CEO of Beneficial Finance as well as
serving on the Board of Directors. Mr. Wagner was employed by
Beneficial Finance from 1948-1982. He acted as a consultant and was
on the Board of First plus Financial from 1989 - 1996. Since 1996 Mr.
Wagner currently has operated a consulting business in the financial
field. Mr. Wagner will participate on the audit, compensation and
operations committees of the board. Mr. Wagner is currently serving
a two-year term, which will end in 2003.

Jim Danbom was our founder and served as our president from 1981 to
2001. Mr. Danbom will lead the Operations and Planning committees of
the board. He has successfully created numerous businesses in his 25
year career. Having successfully created our products at Cycle
Country, Mr. Danbom will now focus on acquisitions and new product
development. Mr. Danbom is currently serving a three-year term which
will end in 2004.

L.G. Bob Hancher Jr. has served as Chief Financial Officer of
Commerce Street Venture Group since 2000. Mr. Hancher graduated from
Iowa University in 1974. He served as Field Auditor and Territory
Manager of Shell Oil Co from 1974 to 1978 and the Director of
Marketing of Raynor Garage from 1978 to 1988. In 1993, Mr. Hancher
co-founded, and is now a past President of International Sports
Management, leaving in 2000 to co-found Commerce Street Venture
Group. Mr. Hancher will participate on the compensation and audit
committees of the board. Mr. Hancher is currently serving a three-
year term, which will end in 2004.

Richard J. Groeneweg has served as the President of Residential
Resources Inc. since 1991. Residential Resources is an asset-backed
lender specializing in the area of Bond securitization and IPO and
Pre-IPO work. Mr. Groeneweg, a native Iowan will participate on the
audit and compensation and planning committees. Mr. Groeneweg is
currently serving a two-year term, which will end in 2003.

Ron Hickman, who became our President on August 1, 2001, has been a
CPA for 25 years, and was our accountant from our inception until he
took a position as General Manager for us in 1996. Mr. Hickman will
be on the Operations, and Planning committees of the company. Mr.
Hickman is currently serving a three-year term, which will end in
2004.

Directors' Remuneration

Our directors are presently not compensated for serving on the
board of directors.

Executive Compensation

Employment Agreements

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

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

We entered into an employment agreement with Jim Danbom, our
former President, effective August 1, 2001 for a period of a minimum
of three years under which we have hired him to continue as a
consultant on an "as needed" basis. The agreement calls for Mr.
Danbom to receive an annual income of $75,000 per year and to receive
standard benefits such as health insurance coverage, sick and
vacation time and use of an automobile.

Section 16(a) Beneficial Ownership Reporting Compliance

The Company is not aware of any director, officer or beneficial
owner of more than ten percent of the Company's Common Stock that,
during fiscal year 2001, failed to file on a timely basis reports
required by Section 16(a) of the Securities Exchange Act of 1934.

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, 2001, 2000 and 1999
to our Chief Executive Officer and our other most highly compensated
executive officers who were serving as executive officers at the end
of our last fiscal year.

Annual Compensation

Other Restricted Securities All
Name and Fiscal Annual Stock Underlying LTIP Other
Principal Position Year Salary Bonus Compensation Awards Options Payouts Compensation
------------------ ------ ------ ----- ------------ ---------- ---------- ------- ------------

Ronald Hickman,
President 2001 104,808 30,000 500(F1) 0 0 0 6,469 (F2)
2000 100,000 130,500 0 0 0 0 5,958 (F3)
1999 100,000 130,500 0 0 0 0 5,946 (F4)

Jim Danbom,
Past President 2001 156,817 0 0 0 0 0 1,818 (F5)
165,467 0 0 0 0 0 2,293 (F5)
165,467 0 0 0 0 0 1,920 (F5)

(1) Christmas bonus.

(2) Comprised of $1,444 value of personal use of company auto
and $5,025 paid for health insurance.

(3) Comprised of $1,510 value of personal use of company auto
and $4,448 paid for health insurance.

(4) Comprised of $1,498 value of personal use of company auto
and $4,448 paid for health insurance.

(5) Comprised entirely of health insurance.

Stock Option Grants in the past fiscal year

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

Employment Agreements

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

before taxes. The agreement also provides for Mr. Hickman to receive
standard benefits such as health insurance coverage, sick and
vacation time and use of an automobile.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

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

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

Ron Hickman 272,500 7.52%
C/o Cycle Country Accessories Corp.
2188 Highway 86
Milford, Iowa 51351

Jim Danbom 813,750 22.45%
106 Channel Court
Marco Island, FL 34145

Jan Danbom 813,750 22.45%
106 Channel Court
Marco Island, FL 34145

Commerce Street Venture Group 381,250 10.52%
10401 North Meridian St., Suite 300
Indianapolis, IN 46290

Go Company, LLC 381,250 10.52%
304 Lakeway Blvd.
Tool, TX 75413

Scenic Ventures, LLC 250,000 6.90%
4562 Anderson Co. Rd. #404
Palestine, TX 75803

Magellan Capital Management, Inc. 250,000 6.90%
9940 Glenburr Court
Fishers, IN 46038

First Equity Partners, LLC 209,000 5.77%
614 East Commerce Street
Fairfield, TX75840

All Directors and Officersas a Group 1,087,750 30.00%
(8 Persons)

Item 12. CERTAIN TRANSACTIONS

In August 2000, we entered into a $100,000 note payable
agreement with Land Mark Leasing, Inc., which is wholly owned
by stockholders of Cycle Country and is controlled by Jim
Danbom, our former President. This note accrued interest at
6.6% and was repaid with interest within 90 days. During the
year ended September 30, 2001 consulting fees of
approximately $31,600 were paid to the Company by Land Mark
Products, Inc., which is owned 10% by the stockholders of
Cycle Country.

We previously leased certain facilities from Jim Danbom,
our former President and Jan Danbom, his wife under operating
lease agreements, which obligated us for monthly lease
payments of $25,320 per month through October 31, 2006 and
$4,000 per month through September 30, 2004. We purchased
the land and building that these leases pertained to on
August 21, 2001.

In May 1996, we entered into a $30,000 note receivable
with a stockholder. This note accrued interest at 6.36%
annually. As of September 30, 2000, there was an outstanding
amount of $18,500 due under this note. All amounts due under
this note were repaid during fiscal 2001.

In August 1995, we entered into a $30,000 note receivable
with a stockholder. This note accrued interest at 5.73%
annually. As of September 30, 2000, there was an outstanding
amount of $27,500 due under this note. All amounts due under
this note were repaid during fiscal 2001.

Item 13. EXHIBITS AND REPORTS ON FORM 8-K
No Reports on Form 8-K were filed during the last quarter of
the period covered by this report.

Signatures
----------

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on December 31, 2001.

CYCLE COUNTRY ACCESSORIES CORP.

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

In accordance with the requirements of the Exchange Act, this
report has been signed by the following persons on behalf of the
registrant and in the capacities indicated on December 31, 2001.

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

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

By: /s/ Richard Wagner Director
-------------------
Richard Wagner

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

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

By: /s/ Richard J. Groeneweg Director
-------------------------
Richard J. Groeneweg

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Table of Contents
-----------------

Independent Auditors' Report................................. F-2

Consolidated Financial Statements:

Consolidated Balance Sheet............................... F-3

Consolidated Statements of Income........................ F-4

Consolidated Statements of Stockholders' Equity.......... F-5

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

Notes to Consolidated Financial Statements................... F-8

F-1

Independent Auditors' Report
----------------------------

To the Board of Directors and Stockholders of
Cycle Country Accessories Corp. and Subsidiary:

We have audited the accompanying consolidated balance sheet of
Cycle Country Accessories Corp. and Subsidiary (the "Company") as
of September 30, 2001, and the related consolidated statements of
income, stockholders' equity, and cash flows for the years ended
September 30, 2001 and 2000. 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 auditing standards
generally accepted in the United States of America. 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 Subsidiary as of
September 30, 2001, and the results of their operations and their
cash flows for the years ended September 30, 2001 and 2000 in
conformity with accounting principles generally accepted in the
United States of America.

TEDDER, JAMES, WORDEN & ASSOCIATES, P.A.

November 28, 2001
Orlando, Florida

F-2

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARY

Consolidated Balance Sheet

September 30, 2001

Assets 2001
------ ----

Current assets:
Cash and cash equivalents $ 274,089
Accounts receivable - trade, net 1,058,283
Inventories 2,638,714
Taxes receivable 100,517
Deferred income taxes 83,843
Prepaid expenses and other 13,803
-----------

Total current assets 4,169,249

Property, plant, and equipment, net 2,454,479
Other assets 80,340
-----------

Total assets $ 6,704,068
===========

Liabilities and Stockholders' Equity
------------------------------------

Current liabilities:
Accounts payable $ 1,058,571
Accrued expenses 304,156
Current portion of bank note payable 811,515
----------

Total current liabilities 2,174,242

Bank note payable, less current portion 3,628,997

Deferred income taxes 28,483
----------

Total liabilities 5,831,722

Stockholders' equity:
Common stock 363
Additional paid-in capital 994,641
Accumulated deficit (122,658)
----------

Total stockholders' equity 872,346

Total liabilities and stockholders' equity $ 6,704,068
==========

See accompanying notes to the consolidated financial statements.

F-3

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARY

Consolidated Statements of Income

For the years ended September 30, 2001 and 2000

2001 2000
---- ----

Net sales $13,204,449 12,675,699
Freight income 109,377 103,772
----------- -----------

Total revenue 13,313,826 12,779,471

Cost of goods sold (9,257,543) (9,138,162)
----------- -----------

Gross profit 4,056,283 3,641,309

Selling, general and administrative expenses (2,978,841) (2,646,331)
----------- -----------

Income from operations 1,077,442 994,978

Non-operating income, net 41,199 25,798
----------- -----------

Income before provision for income taxes 1,118,641 1,020,776

Income tax benefit 55,360 -
----------- -----------

Net income $1,174,001 1,020,776
=========== ===========

Weighted average shares outstanding:

Basic 3,625,000 3,625,000
Diluted 4,025,000 4,025,000

Earnings per share:

Basic $ 0.32 0.28
Diluted $ 0.29 0.25

See accompanying notes to the consolidated financial statements.

F-4

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARY

Consolidated Statements of Stockholders' Equity

Years ended September 30,2001 and 2000

Common Common
stock stock Common
(Cycle (Cycle stock Additional
Country- Country- (Okoboji paid-in Retained
Iowa) Nevada) Industries) capital earnings Total
-------- -------- ----------- ---------- ---------- ----------

Balances at September 30, 1999,
as previously reported $ 5,600 - 20,000 14,116 3,700,449 3,740,165

Merger of Cycle Country-Iowa
and Okoboji Industries 20,000 - (20,000) - - -

Issuance of 3,625,000 shares of
common stock of Cycle Country-
Nevada - 363 - - - 363

Purchase of all outstanding
common stock of Cycle
Country-Iowa (25,600) - - (14,116) (4,460,284) (4,500,000)
-------- ------- ---------- ---------- ----------- -----------

Balances at September 30, 1999,
as restated - 363 - - (759,835) (759,472)

Net income - - - - 1,020,776 1,020,776

Distributions paid as an
S Corporation - - - - (517,000) (517,000)
-------- ------- ---------- ---------- ----------- -----------

Balances at September 30, 2000 - 363 - - (256,059) (255,696)

Net income - - - - 1,174,001 1,174,001

Distributions paid as an
S Corporation - - - - (1,040,600) (1,040,600)

Value assigned in acquisition of
land and building - - - 994,641 - 994,641
-------- ------- ---------- ---------- ----------- -----------

Balances at September 30, 2001 $ - 363 - 994,641 (122,658) 872,346
======== ======= ========== ========== =========== ===========

See accompanying notes to the consolidated financial statements.

F-5

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARY

Consolidated Statements of Cash Flows

For the years ended September 30, 2001 and 2000

2001 2000
---- ----

Cash flows from operating activities:
Net income $1,174,001 1,020,776
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 227,820 205,770
Inventory reserve 45,000 -
Provision for uncollectible accounts 10,000 -
Deferred income taxes (55,360) -
Gain on sale of equipment (974) (10,761)
Write-off of investment in Visionaire Corp. - 28,473
Write-off of intangible asset - 4,111
(Increase) decrease in assets:
Accounts receivable - trade, net (290,616) 61,947
Inventories 107,603 (347,787)
Taxes receivable (100,517) -
Prepaid expenses and other 29,701 6,228
Other assets 95,253 (27,254)
Increase (decrease) in liabilities:
Accounts payable 428,519 (26,159)
Accrued expenses 42,706 27,596
--------- --------

Net cash provided by operating activities 1,713,136 942,940

Cash flows from investing activities:
Purchase of property, plant, and equipment (696,335) (345,356)
Proceeds from sale of property, plant, and equipment 42,579 21,200
Payments received on notes receivable 46,000 2,500
Purchase of investments - (25,000)
--------- --------

Net cash used in investing activities (607,756) (346,656)

See accompanying notes to the consolidated financial statements.

F-6

CYCLE COUNTRY ACCESSORIES CORP. AND SUBSIDIARY

Consolidated Statements of Cash Flows, Continued

2001 2000
---- ----

Cash flows from financing activities:
Payments on bank note payable $ (59,488) -
Proceeds from short-term note payable - 100,000
Payments on short-term note payable (100,000) -
Distributions paid to stockholders as an S corporation (1,040,600) (517,000)
----------- ---------

Net cash used in financing activities (1,200,088) (417,000)

Net increase (decrease) in cash and cash
equivalents (94,708) 179,284

Cash and cash equivalents - beginning of year 368,797 189,513
----------- ---------

Cash and cash equivalents - end of year $ 274,089 368,797
=========== =========

Supplemental disclosures of cash flow information:

Cash paid during the year for:
Interest $ 32,349 -
=========== =========

Income taxes $ - -
=========== =========

Supplemental schedule of non-cash financing and investing
activities:

Non-cash transaction incurred during the year for:

Purchase of all of the outstanding stock of
Cycle Country-Iowa $4,500,000 -
=========== =========

Value assigned in acquisition of land and building $ 994,641 -
=========== =========

See accompanying notes to the consolidated financial statements.

F-7

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

September 30, 2001 and 2000

(1) Summary of Significant Accounting Policies
------------------------------------------

(a) Reporting Entity and Principles of Consolidation
------------------------------------------------

The consolidated financial statements include the
accounts of Cycle Country Accessories Corp. (a Nevada
corporation) ("Cycle Country (Nevada)") and its wholly-
owned subsidiary, Cycle Country Accessories Corp. (an
Iowa corporation) ("Cycle Country (Iowa)") (collectively,
the "Company"). All significant intercompany accounts
and transactions have been eliminated in consolidation.

(b) Nature of Business
------------------

The Company is primarily engaged in the design, assembly,
sale and distribution of accessories for all terrain
vehicles ("ATVs") to various distributors, dealers and
wholesalers throughout the United States of America,
Canada, Mexico, South America, Europe, and the Pacific
area. Additionally, the Company manufactures, sells, and
distributes injection-molded plastic wheel covers for
vehicles such as golf carts, lawn mowers, and light-duty
trailers. The Company's headquarters and assembly plant
are located in Milford, Iowa.

Revenue is recognized when the product is shipped to
distributors, dealers, wholesalers, or other customers
and risk of loss transfers to an unrelated third party.
Certain costs associated with the shipping and handling
of products to customers are billed to the customer and
included as freight income in the accompanying consolidated
statements of income. Royalty income earned in connection
with the rights to sell a product developed by the Company
is recognized as earned and included in non-operating income
in the accompanying consolidated statements of income. Sales
were recorded net of sales discounts of approximately $372,000
and $325,000 in fiscal 2001 and 2000, respectively.

(d) 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.

F-8

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Policies, Continued
-----------------------------------------------------

(e) Allowances
----------

The Company provides appropriate provisions for uncollectible
accounts and credit for returns based upon factors surrounding
the credit risk and activity of specific customers, historical
trends, and other information. In the opinion of management of
the Company, no provision is deemed necessary for credit for
returns at September 30, 2001. The provision for uncollectible
accounts of $10,000 at September 30, 2001 reflects management's
best estimate of future uncollectible accounts.

(f) Use of Estimates
----------------

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

(g) 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.

(h) Inventories
-----------

Inventories are valued at the lower of cost or market.
Cost is determined using the first-in, first-out method.

(i) Property, Plant, and Equipment
------------------------------

Property, plant, and equipment are carried at cost less
accumulated depreciation. Depreciation is provided over
the estimated useful lives of the assets by using the
straight-line and accelerated methods. Routine maintenance
and repairs are charged to expense as incurred. Major
replacements and improvements are capitalized. When assets
are sold or retired, the related cost and accumulated
depreciation are removed from the accounts and gains or losses
from dispositions are credited or charged to income.

F-9

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Policies, Continued
-----------------------------------------------------

(j) Impairment of Long-Lived Assets
-------------------------------

The Company evaluates its long-lived assets for financial
impairment as events or changes in circumstances indicate
that the carrying value of a long-lived asset may not be
fully recoverable. The Company evaluates the recoverability
of long-lived assets by measuring the carrying amount of the
assets against their estimated undiscounted future cash flows.
If such evaluations indicate that the future undiscounted cash
flows of certain long-lived assets are not sufficient to recover
the carrying value of such assets, the assets are adjusted to their
fair values.

(k) Investment in Golden Rule (Bermuda) Ltd.
----------------------------------------

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

(l) Investment in Visionaire Corp.
------------------------------

The investment in Visionaire Corp. was accounted for under the
cost method. During fiscal 2000, the Company's investment in
Visionaire Corp., which was purchased during fiscal 1996, was
deemed worthless by management and was written off.

(m) 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.

(n) Income Taxes
------------

Effective August 21, 2001, the Company accounts for
income taxes utilizing the asset and liability method.
This approach requires the recognition of deferred tax
assets and liabilities for the expected future tax
consequences attributable to temporary differences
between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are
expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes
the enacted date.

F-10

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Policies, Continued
-----------------------------------------------------

(n) Income Taxes, Continued
-----------------------

Prior to August 21, 2001, Cycle Country had elected to be
taxed under the provisions of Subchapter S of the Internal
Revenue Code ("IRC"). Under these provisions, the stockholders
reported their proportionate share of the Company's income on
their individual tax returns. Therefore, no provision or
liability for federal or state income taxes had been included in
the consolidated financial statements prior to August 21, 2001.
An S corporation may elect to use a fiscal tax year. However,
due to this election, the Company must make "required payments"
to reflect the estimated tax deferral the stockholders receive
through the use of a fiscal tax year. The S corporation tax
deposit represents the "required payments" paid by the Company
to compensate the U.S. government for the taxes the stockholders
would have paid had the Company used a calendar year-end. Effective
August 21, 2001, the Company's S corporation tax status was
terminated (see Note 2). When the Company's final S corporation
tax return is filed, the Company will receive a refund of the
"required payments" tax deposit of $100,517, which is classified
as taxes receivable at September 30, 2001 in the accompanying
consolidated balance sheet.

(o) Distributor Rebate Payable
--------------------------

The Company offers an annual rebate program (the "Program") for
its ATV accessory distributors. The Program provides for a 7%
rebate on purchases of certain eligible products during the
Program period if certain pre-determined cumulative purchase
levels are obtained. The Program rebate is provided to the
applicable distributors as a credit against future purchases of
the Company's products. The Program rebate liability is
calculated and recognized as eligible products are sold based
upon factors surrounding the activity and prior experience of
specific distributors and is included in accrued expenses in
the accompanying consolidated balance sheets. The distributor
rebate expense totaled approximately $456,000 and $366,000 in
fiscal 2001 and 2000, respectively.

The distributor rebate expense, which is currently included in
selling, general, and administrative expenses in the accompanying
consolidated financial statements, may be required to be
reclassified as a reduction of sales once a final consensus
regarding all of the issues outlined in EITF 00-22, Accounting
for "Points" and Certain Other Time-Based or Volume-Based Incentive
Offers, and Offers for Free Products or Services to be Delivered
in the Future, have been issued by the Emerging Issues Task Force.

F-11

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Policies, Continued
-----------------------------------------------------

(p) Earnings Per Share
------------------

Basic earnings per share ("EPS") is calculated by
dividing net income 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.

(q) Advertising
-----------

Advertising consists primarily of television, videos,
newspaper and magazine advertisements, product brochures
and catalogs, and trade shows. All costs are expensed as
incurred. Advertising expense totaled approximately
$366,000 and $312,000 in fiscal 2001 and 2000, respectively,
and is included in selling, general, and administrative
expenses in the accompanying consolidated statements of income.

(r) Research and Development Costs
------------------------------

Research and development costs are expensed as incurred.
Research and development costs incurred during fiscal
2001 and 2000 totaled approximately $137,000 and $131,000,
respectively, and are included in selling, general, and
administrative expenses in the accompanying consolidated
statements of income.

(s) Shipping and Handling Costs
---------------------------

Shipping and handling costs represent costs associated
with shipping products to customers and handling finished
goods. Shipping and handling costs incurred totaled
approximately $206,000 and $224,000 in fiscal 2001 and
2000, respectively, and are included in selling, general,
and administrative expenses in the accompanying consolidated
statements of income.

F-12

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Policies, Continued
-----------------------------------------------------

(t) 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 2001 and 2000 and at September 30, 2001, cash
balances held at some financial institutions were in
excess of federally insured limits.

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

(u) 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 fall and early winter (the Company's first
and second 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 have the
opposite effect.

(v) Fair Value of Financial Instruments
-----------------------------------

The carrying amount of cash and cash equivalents,
accounts receivable, taxes receivable, accounts payable
and accrued expenses approximates fair value because of
the short maturity of those instruments. The fair value
of the bank note payable is assumed to approximate the
recorded value because there have not been any significant
changes in specific circumstances since the note was
originally recorded.

(w) Reclassifications
-----------------

Certain prior periods' balances have been reclassified to
conform with the current year financial statement
presentation. These reclassifications had no impact on
previously reported results of operations or stockholders'
equity.

F-13

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(2) Organization, Merger and Acquisitions of Common Stock of Cycle
--------------------------------------------------------------
Country (Iowa) and Operating Facility
-------------------------------------

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

On August 14, 2001, Cycle Country (Iowa) and Okoboji
Industries merged. Okoboji Industries manufactured the
plastic wheel covers for what is considered the Company's
Plastic Wheel Cover segment (see Note 17). Since both Cycle
Country (Iowa) and Okoboji Industries were entities under
common control, this transaction has been accounted for in a
manner similar to a pooling of interests.

Cycle Country (Nevada) was incorporated in the state of
Nevada on August 15, 2001 as a C corporation. On August 21,
2001, Cycle Country (Nevada) acquired all of the outstanding
common stock of Cycle Country (Iowa) for $4,500,000 in cash
and 1,375,000 shares of common stock of Cycle Country
(Nevada). Since both Cycle Country (Nevada) and Cycle
Country (Iowa) were under common control by virtue of
majority ownership and common management by the same three
individuals, this transaction has been accounted for in a
manner similar to a pooling of interests. Prior to August
21, 2001, Cycle Country (Nevada) did not engage in any
activities other than those incidental to its formation,
acquiring debt financing and the pending acquisition of all
of the outstanding common stock of Cycle Country (Iowa).

Also on August 21, 2001, the Company acquired its operating
facility, which consisted of land and building with an
appraised value of $1,500,000, from certain stockholders.
The operating facility was previously leased from those
stockholders. The consideration given was comprised of
$300,000 in cash and 390,000 shares of common stock of Cycle
Country (Nevada). The land and building were recorded at
their fair value of $1,500,000 which included leasehold
improvements with a net book value of approximately $205,000
which were previously purchased and capitalized by Cycle
Country (Iowa).

As a result of the transactions described above, Cycle
Country (Nevada) is the Successor Company to the business
activities of Cycle Country (Iowa) and Okoboji Industries
and, effective August 21, 2001, the S corporation tax status
of Cycle Country (Iowa) was terminated. The financial
statements presented include the accounts of Cycle Country
(Nevada), Cycle Country (Iowa), and Okoboji Industries for
both periods.

F-14

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(3) Inventories
-----------

The major components of inventories at September 30, 2001 are
summarized as follows:

Raw materials $ 1,122,365
Work in progress 23,020
Finished goods 1,493,329
------------
Total inventories $ 2,638,714
============

(4) Prepaid Expenses and Other
--------------------------

Prepaid expenses and other at September 30, 2001 consisted of
the following:

Prepaid insurance $ 7,195
Prepaid royalty 3,300
Other 3,308
-----------
Total prepaid expenses and other $ 13,803
===========

(5) Other Assets
------------

The major components of other assets at September 30, 2001
are summarized as follows:

Prepaid royalty - long-term $ 55,340
Investment in Golden Rule Bermuda, Ltd. 25,000
------------
Total other assets $ 80,340
============

F-15

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(6) Property, Plant, and Equipment
------------------------------

Property, plant, and equipment, their estimated useful lives,
and related accumulated depreciation at September 30, 2001
are summarized as follows:

Range
of
lives
in
years
-----

Land - $ 380,000
Building 30 1,132,127
Shop equipment 7 1,172,656
Tooling and dies 7 636,471
Vehicles 3 - 7 599,750
Office equipment 3 - 7 401,424
------------
4,322,428
Less accumulated depreciation (1,958,955)
------------
2,363,473
Construction-in-process 91,006
------------
Total property and equipment $ 2,454,479
============

During fiscal 2001, the Company acquired its operating facility which
consisted of land and building from certain stockholders that was
previously leased under operating leases (see Notes 2 and 15).

(7) Accrued Expenses
----------------

The major components of accrued expenses at September 30, 2001 are
summarized as follows:

Distributor rebate payable $ 168,026
Accrued salaries and related benefits 100,511
Accrued warranty expense 32,000
Accrued interest expense 3,619
-----------

Total accrued expenses $ 304,156
===========

F-16

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(8) Short-term Note Payable
-----------------------

During fiscal 2000, the Company entered into a $100,000 note
payable agreement (the "Note") with Land Mark Leasing, Inc.
(see Note 18). The Note was unsecured, bore interest at 6.6%
and was due on demand. At September 30, 2000, $100,000 was
outstanding on the Note. The Note was repaid during fiscal
2001 and at September 30, 2001, no amounts are outstanding
under this Note.

(9) Bank Note Payable
-----------------

On August 21, 2001, under the terms of a secured credit
agreement, the Company entered into a note payable for
$4,500,000 (the "Note") with a commercial lender. The Note
is collateralized by all of the Company's assets, is payable
in monthly installments from September 2001 until July 2006,
which includes principal and interest at prime + 0.75% (6.75%
at September 30, 2001), with a final payment upon maturity on
July 25, 2006. The variable interest rate can never exceed
9% or be lower than 6%. The monthly payment is $90,155 and
is applied to interest first based on the interest rate in
effect, with the balance applied to principal. The interest
rate is adjusted daily. Additionally, any proceeds from the
sale of stock received from the exercise of warrants (see
Note 11a) shall be applied to any outstanding balance on the
Note or the Line of Credit described below. At September 30,
2001, $4,440,512 was outstanding on the Note.

Under the terms of the secured credit agreement noted above,
the Company has a Line of Credit for the lesser of $500,000
or 80% of eligible accounts receivable and 35% of eligible
inventory. The Line of Credit bears interest at prime plus
1.25% (7.25% at September 30, 2001) and is collateralized by
all of the Company's assets. The Line of Credit matures on
August 25, 2002. There are no outstanding borrowings under
the Line of Credit at September 30, 2001.

Future maturities of long-term debt are as follows:

Year ending September 30,
-------------------------

2002 $ 811,515
2003 863,288
2004 923,396
2005 987,690
2006 854,623
----------
$4,440,512
==========

F-17

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(9) Bank Note Payable, Continued
----------------------------

In addition, 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.

(10)Income Taxes
------------

During fiscal 2000 and for the period from October 1, 2000,
to August 21, 2001, the Company had elected to be taxed as an
S corporation (see Note 1n). Therefore, no provision or
liability for federal or state income taxes has been included
in the consolidated financial statements for fiscal 2000 and
for the period October 1, 2000, to August 20, 2001. Effective
August 21, 2001, the Company's S corporation tax status was
terminated (see Note 2).

The benefit for income taxes consists of the following:

Current tax provision (benefit)
Federal $ -
State -
---------
-
---------

Deferred tax benefit
Federal (44,085)
State (11,275)
---------
(55,360)
---------
Total income tax benefit $(55,360)
=========

F-18

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(10)Income Taxes, Continued
-----------------------

Deferred tax assets and liabilities at September 30, 2001, are
comprised of the following:

Deferred tax assets:
Inventory reserve $ 17,676
Accrued vacation 16,833
Deferred profit 15,084
Accrued warranty 12,570
Accrued bonus 11,784
Net operating loss 5,968
Allowance for uncollectible accounts 3,928
---------
Total deferred assets 83,843
---------
Deferred tax liability:
Depreciation (28,483)
---------
Net deferred tax asset $ 55,360
=========

These amounts are included in the accompanying consolidated
balance sheet at September 30, 2001 under the following captions:

Current assets $ 83,843
Non-current liabilities (28,483)
---------
Net deferred tax asset $ 55,360
=========

No valuation allowance has been provided for these deferred
tax assets at September 30, 2001 as full realization of these
assets is more likely than not.

F-19

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(10)Income Taxes, Continued
-----------------------

A reconciliation of the income tax benefit computed by applying
the federal statutory rate is as follows:

Federal statutory tax $ 380,338 34.0%
Tax on income earned as S corporation (392,201) (35.1)
State and local income taxes, net of
federal tax benefit 3,475 0.3
Nondeductible expenses 968 0.1
Cumulative prior year deferred tax
liability (47,940) (4.3)
---------- -------
Total income tax benefit $ (55,360) (5.0)%
========== =======

(11)Stockholders' Equity
--------------------

(a) Common Stock
------------

The Company has 100,000,000 shares of $0.0001 par value
common stock authorized and 3,625,000 shares issued
and outstanding at September 30, 2001. Of the 3,625,000
shares of common stock outstanding, 2,000,000 of these
shares of common stock have warrants attached which
entitles the holder to purchase one share of common stock
per warrant beginning 120 days following the effectiveness
of a registration statement and ending August 21, 2004.
The Company has the right, under certain circumstances, to
redeem any unexercised warrants at $0.0001 per share. Cycle
Country (Nevada) was organized and incorporated during fiscal
2001 as further described in Note 2; therefore, no common
stock of the Nevada corporation was authorized, issued or
outstanding at September 30, 2000.

(b) Preferred Stock
---------------

The Company has 20,000,000 shares of $0.0001 par value
preferred stock authorized and no shares issued and
outstanding at September 30, 2001. 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. Cycle County (Nevada)
was organized and incorporated during fiscal 2001 as further
described in Note 2; therefore, no preferred stock of the
Nevada corporation was authorized, issued or outstanding at
September 30, 2000.

F-20

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(11)Stockholders' Equity
--------------------

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

(12)Earnings Per Share
------------------

The following is a reconciliation of the numerators and
denominators of the basic and diluted EPS computations for
the years ended September 30, 2001 and 2000:

For the year ended September 30, 2001
-------------------------------------

Income Shares Per-share
(numerator) (denominator) amount
----------- ------------- ---------

Basic EPS
Income available to common
stockholders $1,174,001 3,625,000 $ 0.32

Effect of Dilutive Securities
Warrants - 400,000 -
---------- --------- ---------

Diluted EPS
Income available to common
stockholders $1,174,001 4,025,000 $ 0.29
========== ========= =========

F-21

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(12)Earnings Per Share, Continued
-----------------------------

For the year ended September 30, 2001
-------------------------------------

Income Shares Per-share
(numerator) (denominator) amount
----------- ------------- ---------

Basic EPS
Income available to common
stockholders $1,020,776 3,625,000 $ 0.28

Effect of Dilutive Securities
Warrants - 400,000 -
---------- --------- ---------

Diluted EPS
Income available to common
stockholders $1,020,776 4,025,000 $ 0.25
========== ========= =========

(13)Non-Operating Income
--------------------

Non-operating income for the years ended September 30, 2001
and 2000 consisted of the following:

2001 2000
---- ----
Income:
Interest $32,204 $22,133
Consulting fees 31,559 -
Royalties 9,670 23,450
Gain on sale of equipment 974 10,761
Truck lease - 1,516
Other 1,530 1,238
------- -------
Total income 75,937 59,098
------- -------

F-22

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(13)Non-Operating Income, Continued
-------------------------------

Expense:
Interest (34,738) (1,230)
Write-off of investment in
Visionaire Corp. - (28,473)
Other - (3,597)
-------- --------
Total expense (34,738) (33,300)
-------- --------

Total non-operating income, net $41,199 25,798

(14)Pension and Profit Sharing Plan
-------------------------------

The Company has a qualified defined contribution profit
sharing plan (the "Plan") covering all eligible employees
with a specific period of service. The contribution is
discretionary with the Board of Directors. The total
contribution to the Plan by the Company for the year ended
September 30, 2000 was $55,000 and no contribution was made
during fiscal 2001.

(15)Operating Leases
----------------

Cycle Country had committed to a non-cancelable operating
lease on its operating facilities with rent of $25,320 per
month which was to expire October 31, 2006. In addition,
Okoboji Industries had committed to a non-cancelable
operating lease on its operating facilities with rent of
$4,000 per month which was to expire September 30, 2004.
Total lease expense amounted to approximately $313,000 and
$352,000 during fiscal 2001 and 2000, respectively.

During fiscal 2001, the Company acquired the above-mentioned
operating facilities and cancelled the remaining term of the
operating leases (see Note 2). No penalties were incurred by
the Company in connection with the cancellation of the
operating leases relating to the acquired land and building.

F-23

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(16)Business Concentrations
-----------------------

At September 30, 2001, customers with the three largest
outstanding accounts receivable balances totaled approximately
$635,000 or 59% of the gross accounts receivable. At September 30,
2001, the outstanding accounts receivable balances of customers
that exceeded 10% of gross accounts receivable are as follows:

% of Gross
Accounts Accounts
Customer Receivable Receivable
-------- ---------- ----------

A $257,900 24%
B 255,200 24%
C 122,200 11%

Sales to the Company's three major customers, which exceeded
10% of net sales, accounted for approximately 16.9%, 15.0%,
and 11.4% each of net sales in fiscal 2001, and approximately
18.7%, 15.1%, and 11.1% each of net sales in fiscal 2000.

The Company believes it has adequate sources for the supply
of raw materials and components for its production requirements.
The Company's suppliers are located primarily in the state of
Iowa. The Company has a policy of strengthening its supplier
relationships by concentrating its purchases for particular parts
over a limited number of suppliers in order to maintain quality
and cost control and to increase the suppliers' commitment to the
Company. The Company relies upon, and expects to continue to rely
upon, several single source suppliers for critical components.
During fiscal 2001 and 2000, the Company purchased approximately
$4,839,000 and $4,554,000, respectively, of raw materials from
one vendor, which represented approximately 63% and 61% of materials
used in products sold during the respective years.

F-24

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(17)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 are
not allocated to each of the segments for internal reporting
purposes. The Company has two operating segments which
assemble, manufacture, and sell a variety of products: ATV
Accessories and Plastic Wheel Covers. ATV Accessories is
engaged in the design, assembly, and sale of ATV accessories
such as snowplow blades, lawnmowers, spreaders, sprayers,
tillage equipment, winch mounts, and utility boxes. Plastic
Wheel Covers manufactures and sells injection-molded plastic
wheel covers for vehicles such as golf carts, lawnmowers, and
light-duty trailers. The significant accounting policies of
the operating segments are the same as those described in
Note 1. Sales of snowplow blades comprised approximately 71%
and 66% of ATV Accessories revenues in fiscal 2001 and 2000,
respectively. Sales of snowplow blades comprised approximately
62% and 57% of the Company's consolidated total revenues in
fiscal 2001 and 2000, respectively.

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

2001 2000
---- ----

Total revenues by segment
-------------------------
ATV Accessories $11,592,047 11,022,322
Plastic Wheel Covers 1,984,006 1,978,307
------------ -----------
Total revenues by segment 13,576,053 13,000,629
Freight income 109,377 103,772
Sales allowances (371,604) (324,930)
------------ -----------
Total combined revenue $13,313,826 12,779,471
============ ===========

Operating profit by segment
---------------------------
ATV Accessories $ 3,690,265 3,257,427
Plastic Wheel Covers 1,339,980 1,076,150
Factory overhead (973,962) (692,268)
Selling, general, and
administrative (2,978,841) (2,646,331)
Interest income (expense), net (2,534) 20,903
Other income (expense), net 43,733 4,895
Income tax benefit 55,360 -
------------ -----------
Net income $ 1,174,001 1,020,776
============ ===========

F-25

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(17)Segment Information, Continued
------------------------------

2001 2000
---- ----
Identifiable assets
-------------------
ATV Accessories $4,585,656 3,602,845
Plastic Wheel Covers 825,130 762,576
---------- ---------
Total identifiable assets 5,410,786 4,365,421
Corporate and other assets 1,293,281 870,385
---------- ---------
Total assets $6,704,067 5,235,806
========== =========

Depreciation by segment
-----------------------
ATV Accessories $ 65,775 54,244
Plastic Wheel Covers 92,578 80,782
Corporate and other 69,467 70,744
---------- ---------
Total depreciation $ 227,820 205,770
========== =========

Capital expenditures by segment
ATV Accessories $ 857,385 119,928
Plastic Wheel Covers 247,371 114,134
Corporate and other 586,220 111,294
---------- -------
Total capital expenditures $1,690,976 345,356
========== =======

The following is a summary of the Company's revenue in different
geographic areas during the years ended September 30, 2001 and 2000:

2001 2000
---- ----

United States $12,476,848 11,989,031
Other countries 836,978 790,440
----------- ----------
Total revenue $13,313,826 12,779,471
=========== ==========

As of September 30, 2001 and 2000, all of the Company's long-
lived assets are located in the United States of America.
During fiscal 2001 and 2000, ATV Accessories had sales to
individual customers which exceeded 10% of total revenues as
described in Note 16. Plastic Wheel Covers did not have
sales to any individual customer greater than 10% of total
revenues during fiscal 2001 and 2000.

F-26

CYCLE COUNTRY ACCESSORIES CORP.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(18)Related Party Transactions
--------------------------

The Company was owed $46,000 at September 30, 2000 on a note
receivable by a stockholder of the Company. The note receivable
was repaid to the Company during fiscal 2001.

Land Mark Leasing, Inc., which the Company owed $100,000 at
September 30, 2000 under a short-term note payable, is wholly
owned by the stockholders of Cycle Country. The short-term
note payable was repaid by the Company during fiscal 2001.

During the year ended September 30, 2001, consulting fees of
approximately $31,600 were paid to the Company by Land Mark
Products, Inc. Land Mark Products, Inc. is owned 10% by the
stockholders of Cycle Country.

Through August 20, 2001, the Company leased certain facilities
from two of its stockholders under operating lease agreements,
which obligated the Company for monthly lease payments of $25,320
per month through October 31, 2006 and $4,000 per month through
September 30, 2004 (see Note 15).

(19)Commitments and Contingencies
-----------------------------

(a) 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
$186,200 as of September 30, 2001.

(b) Legal Matters
-------------

The Company is a defendant in two claims relating to
matters arising in the ordinary course of its business.
Management believes these claims are insured and subject
to varying deductibles. The amount of liability, if any,
from the claims cannot be determined with certainty;
however, management is of the opinion that the outcome of
the claims will not have a material adverse impact on the
consolidated financial position of the Company.

On November 15, 2001, the Company filed a Registration
Statement on Form SB-2 (Amendment No. 2) with the Securities
and Exchange Commission ("SEC"). The Registration Statement
was declared effective by the SEC on November 28, 2001, File
No. 333-68570.

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