UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-21782 Small Cap Value Fund, Inc. (Exact name of registrant as specified in charter) 8150 N. Central Expressway #101 Dallas, Texas 75206 (Address of principal executive offices) Laura S. Adams 8150 N. Central Expressway #101 Dallas, Texas 75206 (Name and address of agent for service) Registrants telephone number, including area code: 800-704-6072 Date of fiscal year end: December 31 Date of Reporting Period: December 31, 2006 Item 1. Report to Shareholders. SMALL CAP VALUE FUND, INC. ANNUAL REPORT DECEMBER 31, 2006 Stock Dividend Fund, Inc. 8150 N. Central Expressway #101 Dallas, Texas 75206 1-800-704-6072 Dear shareholders of Small Cap Value Fund, Inc., The Fund began it?s first full year of investment operations on December 31, 2005 with a Net Asset Value per share of $19.87 and ended December 31, 2006 with a Net Asset Value per share of $24.58, after declaring and distributing a dividend of $0.21 per share, for a total return of 24.76%. We look forward to our second full year of operation in 2007. Sincerely, Laura S. Adams President SMALL CAP VALUE FUND, INC. EXPENSES DECEMBER 31, 2006 As a shareholder of the Fund you incur ongoing costs including management fees and other operating expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period to December 31, 2006. Actual Expenses The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested at the beginning of the period, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,500 account value divided by $1,000 equals 8.5), then multiply this result by the number in the first line under the heading ?Expenses Paid During Period? to estimate the expenses you paid on your account during the period. Hypothetical Example for Comparison Purposes The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund?s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund?s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund to other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only. Expenses Paid Beginning Ending During Period* Account Value Account Value December 31, 2005, December 31, 2005 December 31, 2006 December 31, 2006 ----------------- ------------- ----------------- Actual $ 1,000 $ 1,247.60 $ 10.67 Hypothetical** $ 1,000 $ 1,040.50 $ 9.69 *Expenses are equal to the Fund?s annualized expense ratio of 0.95%, multiplied by the average account value over the period. ** Hypothetical return assumes 5% return before expenses. SMALL CAP VALUE FUND, INC. PERFORMANCE SUMMARY The graph below represents the changes in value for an initial $10,000 investment in the Stock Dividend Fund from its inception(the beginning of investment operations), December 16, 2005 through December 31, 2006. These changes are then compared to a $10,000 investment in the S&P 600 Small Cap Index for the same period. Returns shown include the reinvestment of all dividends. Past performance is not predictive of future performance. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than the original cost. Inception Year End Year End (12/16/05) 2005 2006 --------- -------- -------- Small Cap Value Fund $10,000 $ 9,891 $ 12,340 S&P 600 Small Cap Index $10,000 $ 9,879 $ 11,409 $13,000| $12,000| # # = Small Cap Value Fund $11,000| * * = S&P 600 Small Cap Index $10,000| # * # * $ 9,000|__________________________________________________ (Inception) 2005 2006 12/16/2005 15 Day Annual Compounded Return Return Average 2005 2006 Annual Return ------ ------ ------------- Small Cap Value Fund (1.09%) 24.76% 22.53 S&P 600 Index (1.21%) 15.49% 13.58 SMALL CAP VALUE FUND, INC. STATEMENTS OF ASSETS AND LIABILITIES DECEMBER 31, 2006 ASSETS Investment securities, at value(cost $5,693,652) $ 6,078,210 Cash 4,476 Accrued interest receivable 5 Dividends receivable 1,306 ----------- Total assets 6,083,997 ----------- LABILITIES Advisory fees payable 4,389 Other liabilities 0 ----------- Total liabilities 4,389 ----------- NET ASSETS ? (Equivalent to $24.58 per share based on 247,412 shares of common stock issued and outstanding; 100,000,000 shares authorized, $0.001 par value $ 6,079,608 ============ NET ASSETS CONSIST OF: Common stock				 $ 248 Paid-in capital 5,694,802 Net unrealized appreciation of investments 384,558 - ------------ Net assets $ 6,079,608 ============ See accompanying notes to these financial statements. SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS DECEMBER 31, 2006 DESCRIPTION SHARES VALUE - ----------- ------ ------------ COMMON STOCKS ? 99.98% Capital Goods ? 19.01% Arkansas Best					 5400	 $ 	 194,400 Georgia Gulf					 10250 197,928 Louisiana-Pacific				 8500 183,005 Olympic Steel					 8000 177,840 Schnitzer Steel Industries			 6237		 247,609 Symbion						 8380		 155,114 										-------- 									 1,155,895 Consumer Discretionary ? 29.23% Bebe stores 4500 89,055 Cavco Industries				 2231 78,174 Earthlink					 24450		 173,595 Furniture Brands International		 12000 194,760 Jakks Pacific					 11163		 243,800 Labor Ready				 10017		 183,611 LoJack						 12300 210,084 Pier 1 Imports					 30600 182,070 Polaris Industries 4210		 197,154 Tempur-Pudic International			 5100		 104,346 Universal Technical Institute		 5423		 120,445 -------- 1,777,095 Consumer Staples ? 15.96% Belo	 6600 121,242 Deluxe Corp	 6200 156,240 Diamond Foods					 7400 140,674 Journal Register				 24300 177,390 Valassis Communications			 12185		 176,683 Westwood One					 28045 197,998 -------- 970,226 Energy ? 11.46% Hydril						 2680 201,509 Patterson-UTI Energy				 6350		 147,511 Pioneer Drilling				 11530 153,118 Stone Energy					 5500 194,425 										-------- 										 696,563 Financial ?	1.28% Advance America 5300 77,645 -------- 77,645 - - Continued - SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS, continued DECEMBER 31, 2006 DESCRIPTION SHARES VALUE - ----------- ------ ------------ Healthcare/Pharmaceutical ? 9.93% Amerigroup 3500 125,615 Coventry Health Care				 2074 103,804 Hi-Tech Pharmacal				 7877		 95,863 Odyssey Healthcare				 14586 193,410 RehabCare Group				 5740		 85,239 -------- 603,931 										-------- Technology/Telecommunications ? 13.11% DTS Inc. 4800 $ 116,112 Emmis Communications				 12780		 105,307 Innovative Solutions & Support 5300 90,259 Palm		 15269 215,140 PortalPlayer					 20077 270,036 -------- 796,854 -------- Total common stocks (cost $5,693,652) 6,078,210 										-------- SHORT-TERM INVESTMENTS ? 0.07% Schwab Value Advantage Money Fund Bears interest at 4.5%			 4,476 4,476 -------- Total short-term investments (cost $4,476) 4,476 -------- Total investment securities ? 100.05% (cost $5,698,128) 6,082,686 Other assets less liabilities ? (0.05)% (3,078) -------- Net assets ? 100.00% $ 6,079,608 ============ See accompanying notes to these financial statements. SMALL CAP VALUE FUND, INC. STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006 INVESTMENT INCOME: Dividends $ 50,046 Interest 786 ------------ Total investment income 50,832 EXPENSES ? Advisory fees 18,952 ------------ Net investment income 31,880 ------------ GAINS ON INVESTMENTS ? Net realized gain on investments 20,521 Net change in unrealized appreciation of securities 402,352 ------------ Net realized gain and unrealized net appreciation on investments 422,873 - ------------ Net increase in net assets resulting from operations $ 454,753 ============ See accompanying notes to these financial statements. SMALL CAP VALUE FUND, INC. STATEMENT OF CHANGES IN NET ASSETS FOR THE YEAR ENDED DECEMBER 31, 2006 AND PERIOD DECEMBER 16, 2005 (DATE INVESTMENT OPERATIONS COMMENCED) THROUGH DECEMBER 31, 2005 Period Dec. 16, 2005 Year Ended to December 31, 2006 Dec. 31, 2005 INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income $ 31,880 $ 3,431 Net realized gain on investments 20,521 121 Net change in unrealized appreciation of securities 			 402,352 (17,795) 						 ----------- ------------ Net increase in net assets resulting from operations 454,753 (14,243) DISTRIBUTIONS TO SHAREHOLDERS FROM Net investment income (31,880) (3,431) Net realized gains (20,521) (121) ----------- ------------ Total Distributions (52,401) (3,552) CAPITAL SHARE TRANSACTIONS - NET 4,656,402 1,038,648 ----------- ------------ TOTAL INCREASE IN NET ASSETS 5,058,754 1,020,854 NET ASSETS, beginning of period 1,020,854 0 ----------- ------------ NET ASSETS, end of period $ 6,079,608 $ 1,020,854 =========== ============ See accompanying notes to these financial statements. SMALL CAP VALUE FUND, INC. FINANCIAL HIGHLIGHTS PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD YEAR ENDED PERIOD ENDED(a) December 31, December31, 2006 2005 -------- --------- Net asset value, beginning of period $ 19.87 $ 20.21 -------- --------- Income from investment operations: Net investment income 0.35 0.07 Net realized and unrealized gains on investments 		 4.57 (0.34) -------- --------- Total income from investment operations		 4.92	 (0.27) Less distributions from: Net investment income (0.13) (0.07) Net realized gains (0.08) (0.00) -------- --------- (0.21) (0.07) Net asset value, end of period $ 24.58 $ 19.87 ======== ========= Total Return 24.76% (1.09)%(c) Net assets, end of period $ 6,079,608 $ 1,020,854 Ratio of expenses to 0.85% 0.95% average monthly net assets (b) Ratio of net investment income 1.42% (8.02)% to average monthly net assets Portfolio turnover rate(annualized) 24.65% 0.00% (a)	Calculation of per share data and ratios represents the period from December 16, 2005 (date investment operations commenced) through December 31, 2005. (b)	The Fund?s actual expenses are calculated daily at 0.95% of net asset value (NAV). (c)	Total return has not been annualized for period. See accompanying notes to these financial statements. SMALL CAP VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS 1.	ORGANIZATION Small Cap Value Fund, Inc. the ?Fund?) was incorporated in the State of Texas on June 16, 2005 and is registered under the Investment Company Act of 1940 as a non-diversified, open-end management investment company. The investment objective of the Fund is to achieve growth by investing primarily in small capitalization common stocks. The Fund had no operations until June 24, 2005, when it sold 7,500 shares of its common stock to its original shareholder, Mrs. Laura S. Adams. Investment operations commenced on December 16, 2005. The effective date of the Fund?s Registration under the Securities Act of 1933 was October 27, 2005. 2.	SIGNIFICANT ACCOUNTING POLICIES 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 increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates. Security Valuation Securities listed on a national securities exchange or in the over- the-counter market are valued at the last quoted sales price on the day of valuation, or if no quoted sales price was reported on that date, the last quoted bid price. Short-term investments are valued at cost which approximates fair value. Securities for which quotations are not readily available are valued at their estimated fair value as determined in good faith by the Fund?s Board of Directors. Securities Transactions and Investment Income Securities transactions are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Realized gains and losses are determined on a specific identification basis of the securities sold. Unrealized gains and losses resulting from the appreciation and depreciation of securities carrying values are included in the statement of operations. Distribution of Income and Gains The Fund declares and pays dividends annually from net investment income and from net realized gains, if any. Distributions from realized gains for book purposes may include short-term capital gains, which are included in ordinary income for tax purposes. SMALL CAP VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS 2.	SIGNIFICANT ACCOUNTING POLICIES (continued) Federal Income Taxes The Fund?s policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its taxable income, including any realized gains on investments, to its shareholders. Therefore, no federal income tax provision is required. Net investment income (loss), net realized gains (losses) and the cost of investments in securities may differ for financial statement and income tax purposes. The character of distributions from net investment income or net realized gains may differ from their ultimate characterization for income tax purposes. At December 31, 2006, there were no material differences. Also, due to the timing of dividend distributions, the year in which amounts are distributed may differ from the year that the income or realized gains were recorded by the Fund. 3.	CAPITAL SHARE TRANSACTIONS Capital Share transactions in the Fund?s $0.001 par value common stock were as follows: June 24, 2005 (inception) through Period from December 31, 2006 December 31, 2005 ------------------- ------------------- Shares Amount Shares Amount Shares sold 193,893 $4,604,001 51,208 $1,035,096 Shares issued in reinvestment of dividends	 2,132 52,401 179 3,552 ------ -------- ------- ---------- Net increase 		 196,025 4,656,402 51,387 1,038,648 Beginning of period 51,387 1,038,648 0 0 ------ -------- ------- ----------- End of period 247,412 $5,695,050 51,387 $1,038,648 			======	 ========= ======= =========== 4.	INVESTMENT TRANSACTIONS The cost of purchases and proceeds from sales of investment securities, excluding short-term investments, aggregated $5,154,433 and $528,663, respectively, for the year ended December 31, 2006. There were no differences between the financial reporting basis and the income tax basis in the cost or net unrealized appreciation (depreciation) of the Fund?s investments as of December 31, 2006. As of December 31, 2006, the aggregate unrealized appreciation and depreciation of investment securities was as follows: Unrealized appreciation $ 605,877 Unrealized depreciation (221,319) Net unrealized appreciation $ 384,558 SMALL CAP VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS 5.	DISTRIBUTION TO SHAREHOLDERS On December 31, 2006 a distribution of $0.21 per share aggregating $52,401 was paid to the shareholders of record on that date from net investment income and net realized gains. 6.	ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES The Fund and the Advisor are under common control and the existence of that control may create operating results and financial position significantly different than if they were autonomous. The Fund has entered into an agreement with Adams Asset Advisors, LLC (the ?Advisor?) to provide investment advisory services to the Fund. Laura S. Adams is the managing member of the Advisor and is an officer, director and shareholder of the Fund. Under the terms of the agreement, the Fund will pay the Advisor a monthly fee at the annual rate of 0.95% of the Fund?s average daily net assets. The fee is computed daily and payable monthly. The Advisor has contractually agreed to pay all operating expenses of the Fund, except brokerage fees and commissions, interest, taxes and extraordinary expenses. The Advisor acts as the transfer agent for the Fund. Proxy Voting Information Small Cap Value Fund, Inc. management is responsible for exercising the voting rights associated with the securities held by the Fund. A description of our philosophy on fulfilling this responsibility is available without charge, upon request, by calling 1-800-704-6072. Board of Directors Information INDEPENDENT DIRECTORS Name and Age Position Term Principal Occupation Other Public Past five years Directorships - ------------------- -------- ---- --------------------- ------------- Vicky L. Hubbard Director 1 Yr Homemaker since 2000, Alpha Hedge Age 47 Technology Mngr prior Fund, Stock Dividend Fund Yolawnde F. Malone Director 1 Yr Tax Mngr-Tolleson Alpha Hedge Age 41 Wealth Mgmt, Self Emp Fund, Stock Tax Consultant prior Dividend Fund Melissa D. Gordon, Director 1 Yr Pathologist, North Alpha Hedge M.D. Dallas Pathology Fund, Stock Age 42 Dividend Fund INTERESTED DIRECTORS Laura S. Adams Director, 1 Yr President, Adams Alpha Hedge Age 45 President Asset Advisors and Fund, Stock Secretary Index Plus Fund Dividend Fund Treasurer since 2002, Private Investor prior Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Small Cap Value Fund, Inc. To the Shareholders and Board of Directors of Small Cap Value Fund, Inc. We have audited the accompanying statement of assets and liabilities of Small Cap Value Fund, Inc., including the schedule of investments, as of December 31, 2006, and the related statement of operations for the year ended December 31, 2006, the statements of changes in net assets and the financial highlights for the year ended December 31, 2006 and for the period from December 16, 2005 (the date investment operations commenced) through December 31, 2005. These financial statements and financial highlights are the responsibility of the Fund?s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2006, by correspondence with the custodian. 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 financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Small Cap Value Fund, Inc. as of December 31, 2006, the results of its operations for the year ended December 31, 2006, the changes in net assets and the financial highlights for the year ended December 31, 2006 and for the period from December 16, 2005 (the date investment operations commenced) through December 31, 2005, in conformity with accounting principles generally accepted in the United States of America. PMB Helin Donovan, LLP Austin, Texas January 26, 2007 Item 2. Code of Ethics. The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to all officers and employees of the Fund. The registrant has not made any amendments to its code of ethics or granted any waivers or exceptions to the code during the covered period. Item 3. Audit Committee Financial Expert. The entire Board of Directors, in effect, acts as the audit committee. The Board has two financial experts serving on the Board. Laura Adams and Yolawnde Malone are the financial experts. Mrs. Adams is an ?interested? Director and Mrs. Malone is an ?independent? Director. Item 4. Principal Accountant fees and services. As part of the Registrants contract with the Investment Advisor of the Fund, the Investment Advisor is responsible for paying all accountant and related audit fees as part of the Advisory fee paid by the Fund. Item 5. Audit Committee of listed Registrants. (Not applicable for semi-annual reports) Item 6. Schedule of Investments. Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form. Item 7. Disclosure of proxy voting policies and procedures for closed- end management investment companies. (Not applicable) Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not Applicable to open-end investment companies. Item 9. Purchase of equity securities by closed-end management investment companies. (Not applicable) Item 10. Submission of Matters to a vote of security holders. (None) Item 11. Controls and Procedures a)	 The Fund?s president has concluded that the Fund?s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission?s rules and forms, based upon such officers? evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. b)	 There were no significant changes or corrective actions with regard to deficiencies or material weaknesses in the Fund?s internal controls or in other factors that could significantly affect the Fund?s internal controls subsequent to the date of their evaluation. Item 12. Exhibits. a)	(1)Code of Ethics-Filed with Form N-CSR and is hereby incorporated by reference (2)Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Attached b)	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002- Attached Signatures Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Small Cap Value Fund By /s/ Laura S. Adams - -------------------------------------- Laura S. Adams President Principal Executive Officer and Principal Financial Officer Date 2/22/07 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and dates indicated. Small Cap Value Fund By /s/ Laura S. Adams - -------------------------------------- Laura S. Adams President Principal Executive Officer and Principal Financial Officer Date 2/22/07