UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
10-K/A


(Amendment
No. 1)




(Mark
One)




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




For
the fiscal year ended December 31, 2007




OR




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




For
the transition period from ________ to ________.




CICERO
INC.


(Exact name of
registrant as specified in its charter)




Delaware
                
                11-2920559(State
      or other jurisdiction of
                
                (I.R.S.
      Employerincorporation
      or organization)
                
                Identification
      No.)






8000
      Regency Parkway
                  Suite
      542
                  Cary,
      North Carolina
                
                27518(Address of
      Principal  Executive
      Office)
                
                (Zip
      Code)




(919)
380-5000


(Registrant’s
Telephone Number, Including Area Code)




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





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


Common Stock, $.0001 par
value


(Title of
Class)











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




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




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  x   No  o




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




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




Large
      Accelerated filer  o
              Accelerated
      filer  o
              Non-Accelerated
      filer  x




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




Aggregate
market value of the outstanding shares of common stock held by non-affiliates of
the Registrant as of June 30, 2007 was approximately $5,765,578 based upon the
closing price quoted on the Over The Counter Bulletin Board.





There
were 43,805,508 shares of Common Stock outstanding as of March 11,
2008.




Documents Incorporated by Reference:none







EXPLANATORY
NOTE




This
Amendment No. 1 on Form 10-K/A amends the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2007, filed with the Securities and
Exchange Commission (“SEC”) on March 31, 2008 (the “Original Annual Report”).
This Amendment revises management’s conclusion as to the effectiveness of the
Company’s disclosure controls and procedures as of December 31, 2007 in Item 9A.
Management has concluded that, as of December 31, 2007, our disclosure controls
and procedures are not effective because we failed to complete our assessment of
internal control over financial reporting as of December 31, 2007, as required
by Item 308T of Regulation S-K, prior to filing the Original Annual Report with
the SEC





We are
also re-filing Exhibit 31.1, Section 302 Certification – Principal Executive
Officer and Exhibit 31.2, Section 302 Certification – Principal Financial
Officer, as required by Rule 12b-15 of the Securities Exchange Act of 1934 (the
“Exchange Act”). As permitted by, and in accordance with Staff guidance, because
the Company is not including financial statements in this Amendment, paragraph 3
of each of these certifications has been removed.




Except as
described above, no attempt has been made in this Amendment to modify or update
other disclosures presented in the Original Annual Report. This Amendment
No. 1 does not reflect events occurring after the filing of the Original
Annual Report, or modify or update those disclosures, including the exhibits to
the Original Annual Report, affected by subsequent events. Accordingly, this
Amendment No. 1 should be read in conjunction with our filings with the SEC
subsequent to the filing of the Original Annual Report, including any amendments
to those filings.






TABLE OF CONTENTS




PagePART IIItem 9A. Controls and Procedures
                            3Item 15. Exhibits, Financial Statement
      Schedules
                            5


Table
of Contents




Item9A. Controls and Procedures




(a)
Evaluation of Disclosure Controls




The term
“disclosure controls and procedures,” as defined in Rules 13a-15(e) and
15d-15(e) under the Securities and Exchange Act of 1934, means controls and
other procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized, and reported, within
the time periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company in the reports
that it files and submits under the Exchange Act is accumulated and communicated
to the company’s management, including its principal executive and principal
financial officers, as appropriate to allow timely decisions regarding required
disclosure.





Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures as of December  31, 2007. Based on that evaluation, our
management, including our Chief Executive Officer and Chief Financial Officer,
has concluded that, as of December 31, 2007, our disclosure controls and
procedures are not effective because we failed to complete our assessment of
internal control over financial reporting as of December 31, 2007, as required
by Item 308T of Regulation S-K, prior to filing our Annual Report with the
SEC.





We have
remedied this failure by subsequently completing our assessment of internal
control over financial reporting as of December 31, 2007, in accordance with
Item 308T of Regulation S-K, and by amending our Annual Report to include
management’s report on internal control over financial reporting. Since the
ineffectiveness related solely to our failure to complete the required
assessment of internal control over financial reporting, management otherwise
believes that the financial information set forth in the financial statements
was reliable and obtained on a timely basis. We have implemented the following
additional controls and procedures:




●   we have
established a time table for annual testing of the effectiveness of our internal
control over financial reporting with the direct reporting of the results to the
Audit Committee to ensure proper compliance with SEC rules and regulations;
and




●  we
have hired a Controller whose
duties include ensuring that the information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized, and reported, within the time periods specified
in the SEC’s rules and forms.





(b)
Management’s Responsibility for Financial Statements





Our
management is responsible for the integrity and objectivity of all information
presented in this report. The consolidated financial statements were prepared in
conformity with accounting principles generally accepted in the United States of
America and include amounts based on management’s best estimates and judgments.
Management believes the consolidated financial statements fairly reflect the
form and substance of transactions and that the financial statements fairly
represent the Company’s condensed consolidated financial position and results of
operations for the periods and as of the dates stated therein.





(c)
Management’s Assessment of Internal Control Over Financial
Reporting





The
management of Cicero Inc. is responsible for establishing and maintaining
adequate internal control over financial reporting as defined by Rules 13a–15(f)
and 15(d)-15(f) under the Securities and Exchange Act of 1934.  This
system is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principals generally accepted in the
United States of America.




Our
internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the Company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the Company are being made only in accordance with authorizations of management
and directors of the Company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the Company’s assets that could have a material effect on the financial
statements.




Table
of Contents




Because
of its inherent limitations, a system of internal control over financial
reporting can only provide reasonable assurance and may not prevent or detect
misstatements.  Further, because of changes in conditions,
effectiveness of internal control over financial reporting may vary over
time.




Under the
direction of our Chief Executive Officer and Chief Financial Officer, management
evaluated of the effectiveness of the system of internal control over financial
reporting based on the framework in Internal Control-Integrated Framework,
published by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).  Based on that evaluation, management, including
our Chief Executive Officer and Chief Financial Officer, concluded that the
Company’s system of internal control over financial reporting was effective as
of December 31, 2007.




(d)
Report of Independent Registered Public Accounting Firm





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.




(e)
Changes in Internal Control Over Financial Reporting




We have
implemented the following additional controls and procedures:




●   in
October 2008, we established a time table for annual testing of the
effectiveness of our internal control over financial reporting with the direct
reporting of the results to the Audit Committee to ensure proper compliance with
SEC rules and regulations; and




●  on
January 14, 2008, we hired a Controller whose duties include ensuring that the
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized, and
reported, within the time periods specified in the SEC’s rules and
forms.


Table
of Contents




PART IV




Item15. Exhibits, Financial Statement
Schedules





Exhibit (31.1) – Section 302 Certification – Principal
Executive Officer


Exhibit (31.2) – Section 302 Certification – Principal
Financial Officer






SIGNATURES




Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 1 to the Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 23rd day of December 2008.




CICERO
      INC.By:
              /s/
      John
      P. BroderickJohn
      P. BroderickChief
      Executive Officer