10KSB: Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

FORM 10-KSB

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

For the fiscal year ended December 31, 2006

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

Commission File No. 000-25809

Siclone Industries, Inc.
(Exact name of Registrant as specified in its charter)

State or other jurisdiction of incorporation or organization: Delaware
IRS Employer Identification No: 87-0426999

378 North Main, #124; Layton, UT 84041
--------------------------------------
(Address and zip code of principal executive offices)

Registrant's telephone number, including area code: (801) 497-9075
--------------

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.001.

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act ). [ X ]

Revenue for the year ended December 31, 2006: $0

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within the past 60 days: As of February 12, 2007 it is unclear as to the
aggregate market value of the voting stock held by non-affiliates of the
Registrant. This is due to the low or almost non-existing trading of the
Registrant's Securities. The Registrant does not have an active trading market
and it is, therefore, difficult, if not impossible, to determine the market
value of the stock. Based on the bid price for the Registrant's Common Stock at
March 15, 2007, of $0.0001 per share, the market value of shares held by
nonaffiliates would be $2,381.

As of February 12, 2007, the number of shares outstanding of the Registrant's
Common Stock was 23,810,000.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and
the part of the Form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of 1933: NONE

Transitional Small Business Disclosure Format (Check One) Yes []; No [X]





TABLE OF CONTENTS

PART I

Item 1. Description of Business

Item 2. Description of Property

Item 3. Legal Proceedings

Item 4. Submission of Matters to a Vote of Security-Holders


PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Item 6. Management's Discussion and Analysis or Plan of Operation

Item 7. Financial Statements

Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

Item 8A. Controls and Procedures

Item 8B. Other Events

PART III

Item 9. Directors and Executive Officers

Item 10. Executive Compensation

Item 11. Security Ownership of Certain Beneficial Owners and Management

Item 12. Certain Relationships and Related Transactions

Item 13. Exhibits and Reports on Form 8-K

Item 14. Principle Accountant Fees and Services









FORWARD-LOOKING STATEMENTS

When used in this report, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," and similar expressions are
intended to identify forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 regarding events, conditions, and financial trends that may affect the
Company's future plans of operations, business strategy, operating results, and
financial position. Persons reviewing this report are cautioned that any
forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.


PART I


ITEM 1. DESCRIPTION OF BUSINESS

Corporate History

Siclone Industries, Inc., ("the Company") originally incorporated in
Delaware on November 1, 1985 as McKinnely Investments, Inc. The Company changed
its name to Accoline Industries, Inc. on November 5, 1986 and again changed its
name to Siclone Industries, Inc. on May 24, 1988.

The Company currently has no active business operations and is
considered a development stage company.

The Company intends to seek, investigate, and if warranted, acquire an
interest in a business opportunity. It will not restrict its search to
any particular industry or geographical area and may, therefore, engage in
essentially any business in any industry. The Company's management has
unrestricted discretion in seeking and participating in a business opportunity,
subject to the availability of such opportunities, economic conditions and other
factors.

The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgment. There is no assurance that the Company will be
able to identify and acquire any business opportunity which will ultimately
prove to be beneficial to the Company and its shareholders.

The Company's activities are subject to several significant risks which
arise primarily as a result of the fact that it has no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without the consent, vote, or
approval of the Company's shareholders.

Sources of Opportunities

The Company anticipates that business opportunities may arise from
various sources, including its officers and directors, professional advisers,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals.




The Company will seek potential business opportunities from all known
sources, but will rely principally on the personal contacts of its officers and
directors as well as indirect associations between them and other business and
professional people. Although, the Company does not anticipate engaging
professional firms specializing in business acquisitions or reorganizations,
such firms may be retained if management deems it in the Company's best
interests. In some instances, the Company may publish notices or
advertisements seeking a potential business opportunity in financial or trade
publications.

Criteria

The Company will not restrict its search to any particular business,
industry or geographical location. The Company may acquire or enter into a
business in any industry and in any stage of development. This may include a
business or opportunity involving a "start up" or new company. In seeking a
business venture, management's decision will not be controlled by an attempt to
take advantage of an anticipated or perceived appeal of a specific industry,
management group, or product or industry, but will be based upon the business
objective of seeking long-term capital appreciation in the real value of the
Company.

In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; the history of
operations, if any; prospects for the future; the nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of the management; the potential for further research,
development or exploration; the potential for growth and expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, trade or service marks, name identification; and other
relevant factors.

Generally, management will analyze all available factors in the
circumstances and make a determination based upon a composite of available
facts, without reliance upon any single factor as controlling.

Methods of Participation of Acquisition

Specific business opportunities will be reviewed and, on the basis of
that review, the legal structure or method of participation deemed by management
to be suitable will be selected. Such structures and methods may
include, but are not limited to, leases, purchase and sale agreements, licenses,
joint ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction. The Company may act
directly or indirectly through an interest in a partnership, corporation, or
other form of organization.

Procedures

As part of the ongoing investigation of business opportunities,
officers and directors may meet personally with management and key personnel of
the firm sponsoring the business opportunity, visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check references of management and key personnel, and conduct other
reasonable measures.







Management will generally request that it be provided with written
materials regarding the business opportunity containing such items as a
description of product, service and company history; management resumes;
financial information; available projections with related assumptions upon which
they are based; an explanation of proprietary products and services; evidence of
existing patents, trademarks or service marks or rights thereto; present and
proposed forms of compensation to management; a description of transactions
between the prospective entity and its affiliates; relevant analysis of risks
and competitive conditions; a financial plan of operation and estimated capital
requirements; and other information deemed relevant.

Competition

The Company expects to encounter substantial competition in its efforts
to acquire a business opportunity. The primary competition is from other
companies organized and funded for similar purposes, small venture capital
partnerships and corporations, small business investment companies and wealthy
individuals.

Employees

The Company does not currently have any employees. It relies upon the
efforts of its officers and directors to conduct its business.

ITEM 2. DESCRIPTION OF PROPERTY

The Company currently operates from the office of the Company's legal
counsel and pays no rent or expenses.

ITEM 3. LEGAL PROCEEDINGS

To the best of management's knowledge no legal proceedings are
threatened or pending against the Company or any of its officers or directors.
Further, none of its officers, directors or affiliates are parties
against the Company or have any material interests in actions that are adverse
to its interests.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders.






PART II

ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The Company's common stock is quoted on the OTC Bulletin Board of the
National Association of Securities Dealers, Inc. (the "NASD") under the symbol
"SICI". As of February 14, 2007, the Company had approximately 281 shareholders
of record.

The following table represents the range of the high and low bid prices
of the Company's stock as reported by the OTC Bulletin Board Historical Data
Service. These quotations represent prices between dealers and may not include
retail markups, markdowns, or commissions and may not necessarily represent
actual transactions. The Company cannot ensure that an active public market will
develop in its common stock or that a shareholder may be able to liquidate his
investment without considerable delay, if at all.

On March 15, 2007 the current bid price was $0.0001, which does not
take into account any retail markups, markdowns, or commissions and may not
necessarily represent actual transactions.


Year Quarter Ended High Low
----
2005 March 31 $0.0001 $0.0001
June 30 .0001 .0001
September 30 .0001 .0001
December 31 .0001 .0001
2006 March 31 $0.0001 $0.0001
June 30 .0001 .0001
September 30 .0001 .0001
December 31 .0001 .0001

The Company's shares are subject to section 15(g) and rule 15g-9 of the
Securities and Exchange Act, commonly referred to as the "penny stock" rule. The
rule defines penny stock to be any equity security that has a market price less
than $5.00 per share, subject to certain exceptions. The rule provides that any
equity security is considered to be a penny stock unless that security is;
registered and traded on a national securities exchange meeting specified
criteria set by the SEC; authorized for quotation from the NASDAQ stock market;
issued by a registered investment company; excluded from the definition on the
basis of price at least $5.00 per share or the issuer's net tangible assets. The
Company's shares are deemed to be penny stock, trading in the shares will be
subject to additional sales practice requirements on broker-dealers who sell
penny stocks to persons other than established customers and accredited
investors. Accredited investors, in general, include individuals with assets in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with their spouse, and certain institutional investors.

For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such security and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for the transaction involving a penny stock, other rules
apply. Consequently, these rules may restrict the ability of broker-dealers to
trade or maintain a market in our common stock and may affect the ability of
shareholders to sell their shares.







Dividends.

There has not been an active market for the Company's stock since 1990.
The Company has not declared any cash dividends with respect to its common
stock, and does not intend to declare dividends in the foreseeable future. The
present intention of management is to utilize all available funds for the
development of the Company's business. The Company's ability to pay
dividends is subject to limitations imposed by Delaware law. Under
Delaware law, dividends may be paid to the extent that a corporation's assets
exceed its liabilities and it is able to pay its debts as they become due in the
usual course of business.

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

The following discussion highlights the Company's performance and it
should be read in conjunction with the financial statements (including related
notes) accompanying this Report. Certain statements contained herein may
constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on
management's current expectations and are subject to uncertainty and changes in
circumstances. Actual results may differ materially from those expectations due
to changes in global politics, economics, business, competitors, competition,
markets and regulatory factors. More information about these factors has been or
will be contained in the Company's filings with the Security and Exchange
Commission.

Results of Operations

Years Ended December 31, 2006 and 2005

The Company did not generate any revenues for the years ending December
31, 2006 and 2005. General and administrative expenses for the year ended
December 31, 2006 were $23,392 compared to expenses of $9,891 during 2005.
Expenses during both years consisted mainly of professional, legal and
accounting costs related to its public filings. Interest expense for the years
ended December 31, 2006 and 2005 was $4,092 and $3,448, respectively.

The Company incurred a net loss for the fiscal year ended December 31,
2006 of $27,484 as compared to a net loss of $13,339 for the fiscal year ended
December 31, 2005. At December 31, 2006, the Company had a deficit of $689,593
and negative working capital of $82,090. These factors create substantial doubt
about the Company's ability to continue as a going concern.







Liquidity and Capital Resources

At December 31, 2006 our total assets consisted of $12 in cash. Total
liabilities at December 31, 2006 were $82,102 consisting of $3,000 in accounts
payable, $9,000 in accrued expenses, and $55,223 in convertible note payables,
and $14,879 in accrued interest payable.

Need for Additional Financing for Growth

The Company has a negative working capital and has to rely on loans
from management and shareholders to fund ongoing expenses. There is no assurance
the Company will be able to obtain additional financing. Future financing will
likely dilute current shareholders. In addition, the Company's pursuit of
additional capital could result in the incurrence of additional debt or
potentially dilutive issuances of additional equity securities.

The Company's ability to meet any future debt service obligations will
be dependent upon the Company's future performance, which will be subject to its
future acquisitions and/or mergers, the Company's level of production, general
economic conditions and financial, business and other factors affecting the
operations of the Company, many of which are beyond its control.

Plan of Operation

Management intends to actively seek business opportunities during the
next twelve months. If management identifies a suitable business opportunity
during the next year the Company's need for capital may change dramatically.
Should it require additional capital, it may seek additional advances
from officers, sell common stock or find other forms of debt financing. The
Company has not identified any business opportunities and there can be no
assurance that it will identify a business venture suitable for acquisition in
the future. In addition, the Company cannot assure that it will be
successful in consummating any acquisition on favorable terms or that it will be
able to profitably manage any business venture it acquires.

Management's current operating plan is to continue searching for
potential businesses, products, technologies and companies for acquisition and
to handle the administrative and reporting requirements of a public company.
To demonstrate the Company's commitment to maintaining ethical reporting
and business practices, it has recently filed a Code of Ethics and Business
Conduct.

ITEM 7. FINANCIAL STATEMENTS

The financial statements of the Company and related financial notes,
together with the report from Child, Van Wagoner and Bradshaw, PLLC are set
forth immediately following the signature page to this report. See Item 13 for a
list of the financial statements and financial statement schedules included.







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

For the fiscal year ended December 31, 2006, the Company has no changes
or disagreements on the accounting and financial disclosures.

ITEM 8A. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. The Company's
principal executive officer and its principal financial officer, based on their
evaluation of the Company's disclosure controls over financial reporting and
procedures (as defined in Exchange Act Rules 13a-14c)) as of a date within 90
days prior to the filing of this Annual Report on Form 10-KSB, have concluded
that the Company's disclosure controls over financial reporting and procedures
are adequate and effective for the purposes set forth in the definition in
Exchange Act rules.

(b) Changes in internal controls over financial reporting. There were
no significant changes in the Company's internal controls over financial
reporting or in other factors that could significantly affect the Company's
internal controls subsequent to the date of their evaluation.

ITEM 8B. OTHER INFORMATION

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The following information is furnished with respect to the Company's
Board of Directors and executive officers. There are no family relationships
between or among any of the Company's directors or executive officers.

Directors and Executive Officers