UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
10-K/A


Amendment No. 1




þ
            ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year
      ended December 31, 2009o
            TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF
1934




For the
transition period from_______to





Commission
File Number:  000-26392




CICERO INC.(Exact name of
      registrant as specified in its charter)




Delaware
            
            11-2920559(State
      of incorporation)
            
            (I.R.S.
      Employer Identification No.)





8000
      Regency Parkway, Suite 542, Cary, NC 27518(Address
      of principal executive offices, including Zip Code)(919)
      380-5000(Registrant’s telephone number,
      including area code)




Securities
      registered pursuant to Section 12(b) of the Act:
            NONESecurities
      registered pursuant to Section 12(g) of the Act:
            Common Stock, $.001 par
    value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes oNo þ





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the above Act. Yes  oNo þ





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 þ  No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes  o No o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the 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.  þ





Indicate
by check mark whether the registrant is a shell company.  Yes o  No þ





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


Large accelerated
      filer    o
              Accelerated
      filer    o
              Non - accelerated
      filer    o
              Smaller reporting
      company    þ


Aggregate
market value of the outstanding shares of common stock held by non-affiliates of
the Registrant as of June 30, 2009 was approximately $6,122,764 based upon the
closing price quoted on the Over The Counter Bulletin Board.





There
were 47,098,185 shares of Common Stock outstanding as of March 3,
2010.





Documents
Incorporated by Reference: None










CICERO
INC.


Annual
Report on Form 10-K


For the
Fiscal Year Ended December 31, 2009




ItemNumber
            
            
            
            Page
              NumberPART
      I1.
            
            Business
            
            
            11A.
            
            Risk
      factors
            
            
            71B.
            
            Unresolved
      Staff Comments
            
            
            112.
            
            Properties
            
            
            113.
            
            Legal
      Proceedings
            
            
            114.
            
            [Reserved]
            
            
            11PART
      II5.
            
            Market
      for Cicero Common Stock and Related Shareholder Matters
            
            
            126.
            
            Selected
      Financial Data
            
            
            127.
            
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            
            137A.
            
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            
            218.
            
            Financial
      Statements and Supplementary Data
            
            
            219.
            
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            
            
            219A(T)
            
            Controls
      and Procedures
            
            
            219B.
            
            Other
      Information
            
            
            22PART
      III10.
            
            Directors,
      Executive Officers and Corporate Governance
            
            
            2311.
            
            Executive
      Compensation
            
            
            2612.
            
            Security
      Ownership of Certain Beneficial Owners and Management
            
            
            3113.
            
            Certain
      Relationships and Related Transactions, and Director
      Independence
            
            
            3314.
            
            Principal
      Accountant Fees and Services
            
            
            34PART
      IV15.
            
            Index
      Exhibits and Financial Statement Schedules
            
            
            36SIGNATURES
            
            
            39INDEX
      TO FINANCIAL STATEMENTS
            
            
            F-1


PART
I
 
 ITEM
1.   BUSINESS
 
 Overview
 
 Cicero,
Inc. (the “Company”) provides businesses the ability to maximize every
interaction from intra-company back office applications to those that take place
between employees, customers and vendors while extending the value of the best
of breed applications in which businesses have already invested. The Company
provides an innovative and unique combination of application and process
integration, automation, presentation and real-time analysis, all without
changes to the underlying applications or requiring costly development
expenditures. The Company’s business integration software addresses the emerging
need for companies' information systems to deliver enterprise-wide views of
their business information processes. In addition to software solutions, the
Company also provides technical support, training and consulting services as
part of its commitment to providing customers with industry-leading solutions.
The Company’s consulting team has in-depth experience in developing successful
enterprise-class solutions as well as valuable insight into the business
information needs of customers in the largest Fortune 500 corporations
worldwide.
 
 The
Company focuses on the customer experience management market with emphasis on
desktop integration and business process automation with its Cicero XMTM
products. Cicero XM enables businesses to transform human interaction across the
enterprise. Cicero XM enables the flow of data between different applications,
regardless of the type and source of the application, eliminating redundant
entry and costly mistakes. Cicero XM automates up and down-stream process flows,
enforcing compliance and optimizing handle time and provides a task-oriented
desktop, reducing training time and enabling delivery of best in class service.
Cicero XM captures real-time information about each interaction, guiding the
business user through an activity and capturing usage data to spot trends and
forecast problems before they occur.
 
 Cicero XM
software offers a proven, innovative departure from traditional, costly and
labor-intensive enterprise application integration solutions. The Company
provides non-invasive application integration, reduces enterprise integration
implementation cost and time, and extends companies' Service-Oriented
Architecture (“SOA”) to the desktop. Cicero XM also enables customers to
transform applications, business processes and human expertise into a seamless,
cost effective business solution that provides a cohesive, task-oriented and
role-centric interface that works the way people think.
 
 By using
Cicero XM technology, companies can decrease their customer management costs,
improve their customer service, maximize the lifetime value of existing
customers, and more efficiently cross-sell the full range of their products and
services resulting in an overall increase in return on their information
technology investments. In addition, the Company’s software enables
organizations to reduce the business risks inherent in replacement or
re-engineering of mission-critical applications and extend the productive life
and functional reach of their application portfolio.
 
 The
Company provides an integrated toolkit called Cicero XM Studio that provides an
intuitive integration and development environment, which simplifies the
integration of complex multi-platform applications. Cicero XM provides a unique
approach that allows companies to organize components of their existing
applications to better align them with tasks and operational processes. In
addition, the Company’s software solutions can streamline end-user tasks by
providing a single, seamless user interface for simple access to multiple
systems or be configured to display one or more composite applications to
enhance productivity. Our technology enables automatic information sharing among
line-of-business applications and tools. It is ideal for deployment in contact
centers where its highly productive, task-oriented user interface promotes
business user efficiency. By integrating diverse applications across multiple
operating systems, Cicero is ideal for the financial services, insurance,
telecommunications, intelligence, security, law enforcement, governmental and
other industries requiring a cost-effective, proven application integration
solution.
 
 Some of
the companies that have implemented or are implementing the Company’s software
solutions include Merrill Lynch, Pierce & Co., Inc., Nationwide Financial
Services, Affiliated Computer Systems, and Deutsche Bank AG. We have also sold
our products to intelligence, security, law enforcement and other government
users.
 
 Cicero
Inc. was incorporated in New York in 1988 as Level 8 Systems, Inc. and
re-incorporated in Delaware in 1999. Our principal executive offices are located
at 8000 Regency Parkway, Suite 542, Cary, NC 27518 and our telephone number is
(919) 380-5000. Our web site is www.ciceroinc.com.
 
 1
 
 Recent
Developments
 
 On
January 15, 2010, the Company completed the acquisition of SOAdesk, LLC’s
innovative Customer Interaction Management (CIM) technology – United Desktop® --
through an Asset Purchase Agreement among Cicero, SOAdesk, and Vertical Thought,
Inc., an affiliate of SOAdesk. Simultaneously, Cicero closed an offering of its
Series B Convertible Preferred Stock.
 
 As a
result of the acquisition, the Company began providing a new set of product
offerings called Cicero XMTM that combine the Company’s leading desktop
integration software with SOAdesk’s United Desktop® technology. Under the terms
of the acquisition, the Company has agreed to pay a minimum of $2.525 million
over the next three years through a combination of stock and cash for the assets
of SOAdesk. In addition, SOAdesk could earn additional consideration based upon
certain earn-out formulas within the contract. The Series B Convertible
Preferred Stock, which raised in excess of $1.35 million, was used to provide
funding for the acquisition and working capital to launch the new
products.
 
 Products
 
 The
Company has four products, Cicero Integrator, Cicero XM Integrator, Cicero XM
Desktop, and Cicero XM Enterprise, and a configuration toolkit called Cicero XM
Studio that is licensed with each Cicero XM product:
 
 Cicero
Integrator.  The Company’s original desktop integration and
automation product is a framework for organizing, integrating, and enabling an
organization’s various enterprise software applications to operate seamlessly on
user desktops.
 
 Cicero XM Integrator –Empowers business users to integrate applications, functionality and
data, and delivers smart workflows to enhance productivity, performance and
quality.
 
 Cicero XM Desktop –Combines
the efficiency benefits of Cicero XM Integrator with screen composites that
simplify processing by eliminating the need for users to access multiple systems
and screens, accompanied by context-sensitive scripts to guide users. It also
comes with a soft-phone console to enable the integration of telephony solutions
into the Cicero servicing platform.
 
 Cicero XM Enterprise – Builds
on the capabilities of Cicero XM Integrator and Desktop. Cicero XM Enterprise
delivers communications, telephony and computer telephony integration (CTI)
capabilities including presence, IM and email to reduce the need for multiple
contact center systems. It enables single sign-on for all user-accessed
solutions, and provides oversight for all transactions to facilitate and speed
their movement throughout the environment, and to capture relevant data. Cicero
XM enterprise provides real-time and historical data, including detailed
customer insights based on a mash-up of interaction and business
information.
 
 Cicero XM Studio – Enables
business analysts and other non-IT staff to build and enhance back-end
integrations, scripts, smart workflows and composite screens without any impact
on underlying applications or business logic.
 
 The
Cicero XM suite is highly secure. It has a credentials store that facilitates
single sign-on. Passwords can be reset but are non-retrievable. Stored
interactions can be selectively encrypted based on the needs of the enterprise.
All network communications are compressed and encrypted for
transmission.
 
 All
Cicero XM products include the United Data ModelTM (UDM).  The UDM is
supported by a database, enabling the abstraction and separation of the
department’s existing technical environment from its business logic. This
physical separation empowers IT and the operations managers to build and change
the business logic at their discretion. The abstraction capability converts the
contact center and other departments into a flexible and agile operating
environment that can rapidly and cost effectively respond to the dynamic needs
of the enterprise.
 
 Cicero XM
works with all desktop interfaces, including home-grown solutions, 3270-style
mainframe screens, third-party applications, hosted systems and Web-based
applications. By abstracting and capturing the logic and functionality in its
patent-pending United Data ModelTM, Cicero changes the dynamics of desktop
servicing and gives control back to business managers to adapt to ever-changing
business needs.
 
 2
 
 Services
  We
provide a full spectrum of technical support, training and consulting services
across all of our operating segments as part of our commitment to providing our
customers industry-leading business integration solutions.  Experts in
the field of systems integration with backgrounds in development, consulting,
and business process reengineering staff our services
organization.  In addition, our services professionals have
substantial industry specific backgrounds with extraordinary depth in our focus
marketplaces of financial services and contact centers.
 
 Maintenance
and Support
  We offer
customers varying levels of technical support tailored to their needs, including
periodic software upgrades, and telephone support.  Cicero XM is
frequently used in mission-critical business situations, and our maintenance and
support services are accustomed to the critical demands that must be met to
deliver world-class service to our clients.  Many of the members of
our staff have expertise in mission critical environments and are ready to
deliver service commensurate with those unique client needs.
  Training
Services
 
 Our
training organization offers a full curriculum of courses and labs designed to
help customers become proficient in the use of our products and related
technology as well as enabling customers to take full advantage of our
field-tested best practices and methodologies.  Our training
organization seeks to enable client organizations to gain the proficiency needed
in our products for full client self-sufficiency but retains the flexibility to
tailor their curriculum to meet specific needs of our clients.
 
 Consulting
Services
  We offer
consulting services around our product offerings in project management,
applications and platform integration, application design and development and
application renewal, along with expertise in a wide variety of development
environments and programming languages. We also have an active partner program
in which we recruit leading IT consulting and system integration firms to
provide services for the design, implementation and deployment of our solutions.
Our consulting organization supports third party consultants by providing
architectural and enabling services.
  Customers
 
 Our
customers include both end-users to whom we sell our products and services
directly and distributors and other intermediaries who either resell our
products to end-users or incorporate our products into their own product
offerings. Typical end-users of our products and services are large businesses
with sophisticated technology requirements for contact centers, in the financial
services, insurance and telecommunications industries, and intelligence,
security, law enforcement and other governmental organizations.
 
 Our customers are using our solutions
to rapidly deploy applications. Some examples of customers' uses of our products
include:
 
   ·
              Business Process Outsourcers
      - use our software solution in contact
      centers to provide real time integration among existing back-office
      systems, eliminate redundant data entry, shorten call times, provide
      real-time data access and enhance customer service and service
      levels.
 
 ·
              A financial institution
      - uses our software solution to provide real-time integration among market
      data, customer account information, existing back-office systems and other
      legacy applications, eliminate redundant data entry, provide real-time
      data access and processing, and enhance customer service and service
      levels.
 
 ·
              An insurance company -
      uses our software solution to integrate their customer information systems
      with over thirty software applications including a CRM
      application.
 
 ·
              A law enforcement
      organization - uses our software solution to streamline and
      automate support for arrests and investigations while merging federal,
      state and local systems within a unified
  process.
 
 Other
customers are systems integrators, which use our software to develop integration
solutions for their customers.
 3
 Affiliated
Computer Services Inc., Merrill Lynch and Deutsche Bank each accounted for more
than ten percent (10%) of our operating revenues in 2009.  Affiliated
Computer Services Inc. and Merrill Lynch each accounted for more than ten
percent (10%) of our operating revenues in 2008.  In 2007, Merrill
Lynch accounted for more than ten percent (10%) of our operating
revenues.
 
 Sales
and Marketing
  Sales
  An
important element of our sales strategy is to supplement our direct sales force
by expanding our relationships with third parties to increase market awareness
and acceptance of our business integration software solutions. As part of these
relationships, we continue to jointly sell and implement our software solutions
with strategic partners such as systems integrators and embed our software along
with other products through reseller relationships.  We provide
training and other support necessary to systems integrators and resellers to aid
in the promotion of our products.  To date we have entered into
strategic partnerships with the following resellers, for integrated business
solutions: Affiliated Computer Services, Inc., Tata Consultancy Services,
MphasiS, and BluePhoenix Solutions.  In addition, we have entered into
strategic partnerships with Voice Print International, Empower, Bravepoint,
Exadel, VGDNA, and Pilar Services, Inc.  These organizations have
relationships with existing customers or have access to organizations requiring
top secret or classified access.  In addition, several of these
partners can bundle our software with other software to provide a comprehensive
solution to customers.  We are not materially dependent on any of
these organizations. Generally, our agreements with such partners provide for
price discounts based on their sales volume, with no minimum required
volume.
 
 Marketing
  The
target market for our products and services are large companies operating
contact centers in the financial services, insurance and telecommunications
industries, as well as users in the intelligence, security and law enforcement
communities and other governmental organizations. Increasing competitiveness and
consolidation is driving companies in such businesses to increase the efficiency
and quality of their customer contact centers. As a result, customer contact
centers are compelled by both economic necessity and internal mandates to find
ways to increase internal efficiency, increase customer satisfaction, increase
effective cross-selling, decrease staff turnover cost and leverage their
investment in current information technology.
  Our
marketing staff has an in-depth understanding of the customer contact center
software marketplace and the needs of these customers, as well as experience in
all of the key marketing disciplines.  They also have knowledge of the
financial services industry and government organizations that have focused on
application integration solutions to address needs in mergers and acquisitions
and homeland security.
  Core
marketing functions include product marketing, marketing communications and
strategic alliances.  We utilize focused marketing programs that are
intended to attract potential customers in our target vertical industries and to
promote our Company and our brands. Our marketing programs are specifically
directed at our target markets, and include speaking engagements, public
relations campaigns, focused trade shows and web site marketing, while devoting
substantial resources to supporting the field sales team with high quality sales
tools and ancillary material.  As product acceptance grows and our
target markets increase, we will shift to broader marketing
programs.
 
 The
marketing department also produces ancillary material for presentation or
distribution to prospects, including demonstrations, presentation materials,
white papers, case studies, articles, brochures, and data sheets.
 
 Research
and Product Development
  We
incurred research and development expense of approximately $540,000 and $615,000
in 2009 and 2008, respectively.
 
 Since
Cicero XM is a new product in a relatively untapped market, it is imperative to
constantly enhance the features and functionality of the product.  Our
budget for research and development is based on planned product introductions
and enhancements. Actual expenditures, however, may significantly differ from
budgeted expenditures. Inherent in the product development process are a number
of risks. The development of new, technologically advanced software products is
a complex and uncertain process requiring high levels of innovation, as well as
the accurate anticipation of technological and market trends.
  4
 Competition
 
 The
markets in which we compete are highly competitive and subject to rapid change.
These markets are highly fragmented and served by numerous firms. We believe
that the competitive factors affecting the markets for our products and services
include:
 
 ·
              Product
      functionality and features;
 
 ·
              Availability
      and quality of support services;
 
 ·
              Ease
      of product implementation;
 
 ·
              Price;
 
 ·
              Product
      reputation; and
 
 ·
              Our
      financial stability.
 
 The
relative importance of each of these factors depends upon the specific customer
environment. Although we believe that our products and services can compete
favorably, we may not be able to increase our competitive position against
current and potential competitors. In addition, many companies choose to deploy
their own information technology personnel or utilize system integrators to
write new code or rewrite existing applications in an effort to develop
integration solutions. As a result, prospective customers may decide against
purchasing and implementing externally developed and produced solutions such as
ours.
 
 We
compete with companies that utilize varying approaches to modernize, web-enable
and integrate existing software applications:
 
 ·
              Portal
      software offers the ability to aggregate information at a single point,
      but not the ability to integrate transactions from a myriad of information
      systems on the desktop.  Plumtree is a representative company in
      the market.
 
 ·
              Middleware
      software provides integration of applications through messages and data
      exchange implemented typically in the middle tier of the application
      architecture.  This approach requires modification of the
      application source code and substantial infrastructure investments and
      operational expense.  Reuters, TIBCO and IBM MQSeries are
      competitors in the middleware
market.
 
 ·
              CRM
      software offers application tools that allow developers to build product
      specific interfaces and custom applications.  This approach is
      not designed to be product neutral and is often dependent on deep
      integration with our technology.  Siebel is a representative
      product in the CRM software
category.
 ·
                Recently,
      there have been several companies that offer capabilities similar to our
      software in that these companies advertise that they integrate
      applications without modifying the underlying code for those applications.
      OpenSpan is one company who advertises that they can non-invasively
      integrate at the point of contact or on the
  desktop.
  Other
competitors include Above All Software, Attachmate Corporation, Seagull Software
Ltd. and Oracle. Our product competes directly with other contact center
solutions offered by Microsoft, Corizon and Jacada. We expect additional
competition from other established and emerging companies. Furthermore, our
competitors may combine with each other, or other companies may enter our
markets by acquiring or entering into strategic relationships with our
competitors. Many of our current competitors have greater name recognition, a
larger installed customer base and greater financial, technical, marketing and
other resources than we have.
 
 Intellectual
Property
  Our
success is dependent upon developing, protecting and maintaining our
intellectual property assets. We rely upon combinations of copyright, trademark
and trade secrecy protections, along with contractual provisions, to protect our
intellectual property rights in software, documentation, data models,
methodologies, data processing systems and related written materials in the
international marketplace. In addition, Merrill Lynch holds a patent with
respect to the legacy Cicero® technology. We have filed applications for patents
on our United Data Model.  Copyright protection is generally available
under United States laws and international treaties for our software and printed
materials. The effectiveness of these various types of protection can be
limited, however, by variations in laws and enforcement procedures from country
to country.  We use the registered trademarks “Cicero®” and “Cicero
XM®”.
 
 All other
product and company names mentioned herein are for identification purposes only
and are the property of, and may be trademarks of, their respective
owners.
  5
 
 Employees
  As of
December 31, 2009, we employed 25 full time employees.  Our employees
are not represented by a union or a collective bargaining
agreement.
  Available
Information
 
 Our web
address is www.ciceroinc.com.  We make available free of charge
through our web site our annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and all amendments to those reports as soon
as reasonably practicable after such material is electronically filed with or
furnished to the Securities and Exchange Commission.  Also, the public
may read and copy such material at the Security and Exchange Commission’s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  The
public may obtain information on the operation of the Public Reference Room by
calling the Security and Exchange Commission at 1-800-SEC-0330.  The
Security and Exchange Commission also maintains an internet site that contains
reports, proxy and information statements, and other information at
www.sec.gov.
 
 Forward
Looking and Cautionary Statements
 
 Certain statements contained in this
Annual Report may constitute "forward looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 ("Reform Act"). We may also
make forward looking statements in other reports filed with the Securities and
Exchange Commission, in materials delivered to shareholders, in press releases
and in other public statements. In addition, our representatives may from time
to time make oral forward-looking statements. Forward looking statements provide
current expectations of future events based on certain assumptions and include
any statement that does not directly relate to any historical or current fact.
Words such as "anticipates," "believes," "expects," "estimates," "intends,"
"plans," "projects," and similar expressions, may identify such forward looking
statements. In accordance with the Reform Act, set forth below are cautionary
statements that accompany those forward looking statements. Readers should
carefully review these cautionary statements as they identify certain important
factors that could cause actual results to differ materially from those in the
forward-looking statements and from historical trends. The following cautionary
statements are not exclusive and are in addition to other factors discussed
elsewhere in our filings with the Securities and Exchange Commission and in
materials incorporated therein by reference: our future success depends on the
market acceptance of the Cicero XM product and successful execution of the new
strategic direction; general economic or business conditions may be less
favorable than expected, resulting in, among other things, lower than expected
revenues; an unexpected revenue shortfall may adversely affect our business
because our expenses are largely fixed; our quarterly operating results may vary
significantly because we are not able to accurately predict the amount and
timing of individual sales and this may adversely impact our stock price; trends
in sales of our products and general economic conditions may affect investors'
expectations regarding our financial performance and may adversely affect our
stock price; our future results may depend upon the continued growth and
business use of the Internet; we may lose market share and be required to reduce
prices as a result of competition from our existing competitors, other vendors
and information systems departments of customers; we may not have the ability to
recruit, train and retain qualified personnel; rapid technological change could
render the Company's products obsolete; loss of any one of our major customers
could adversely affect our business; our products may contain undetected
software errors, which could adversely affect our business; because our
technology is complex, we may be exposed to liability claims; we may be unable
to enforce or defend our ownership and use of proprietary technology; because we
are a technology company, our common stock may be subject to erratic price
fluctuations; and we may not have sufficient liquidity and capital resources to
meet changing business conditions.
 6
 ITEM
1A. RISK FACTORS
 
 We have a history
of losses and expect that we will continue to experience losses at least through
the first quarter of 2010.
 
 We
experienced operating losses and net losses for each of the years from 1999
through 2009. We incurred a net loss of $2.0 million for 2007, $0.8 million in
2008, and $1.3 million for 2009.  As of December 31, 2009, we had a
working capital deficit of $6.5 million and an accumulated deficit of $238
million. Our ability to generate positive cash flow is dependent upon sustaining
certain cost reductions and generating sufficient revenues.
 
 Therefore,
due to these and other factors, we expect that we will continue to experience
net losses through the first quarter of 2010. We have not generated sufficient
revenues to pay for all of our operating costs or other expenses and have relied
on financing transactions over the last several fiscal years to pay our
operating costs and other expenses. Although we believe we have sufficient cash
on hand to cover our operating requirements through the calendar year end of
December 31, 2010, there can be no assurance that if we are unable to generate
sufficient revenue from operations that we will be able to continue to access
the capital markets to fund our operations, or that if we are able to do so that
it will be on satisfactory terms, especially in light of the current economic
crisis. The
Company has repositioned itself in the marketplace as a result of the
acquisition of the assets of SOAdesk along with its key personnel. By combining
the SOAdesk products with the Cicero legacy products, the Company is able to
offer a complete Customer Experience Management suite of products. The new
products have already received awards from within the industry and new customers
have contracted to use the products, thereby generating new revenues. The
Company also plans on raising funds through private placements of equity,
including its preferred stock, and/or debt. Management believes with the
anticipated revenues generated by the new product suite and the additional
funding from its capital raising efforts, that the Company will be able to fund
its operations through the year ending December 31, 2010. We
depend on an unproven strategy for ongoing revenue.
 
 The
Company’s future revenues are entirely dependent on acceptance of Cicero’s
products. The Company has experienced negative cash flows from operations for
the past three years. At December 31, 2009, the Company had a working capital
deficiency of approximately $6,544,000. While the Company has demonstrated some
increase in the acceptance of its surface integration product, the Company will
need to attract more accounts in the near future. The Company’s success to date
has been through some strategic relationships wherein it has been able to
establish solutions specific to certain industry verticals such as financial
services, contact centers and healthcare.
 
 Economic
conditions could adversely affect our revenue growth and cause us not to achieve
desired revenue.
 
 Our
ability to generate revenue depends on the overall demand for customer
experience management software and services. Our business depends on overall
economic conditions, the economic and business conditions in our target markets
and the spending environment for information technology projects, and
specifically for customer experience management in those markets. A weakening of
the economy in one or more of our geographic regions, unanticipated major events
and economic uncertainties may make more challenging the spending environment
for our software and services, reduce capital spending on information technology
projects by our customers and prospective customers, result in longer sales
cycles for our software and services or cause customers or prospective customers
to be more cautious in undertaking larger transactions. Those situations may
cause a decrease in our revenue. A decrease in demand for our software and
services caused, in part, by a weakening of the economy, may result in a
decrease in our revenue rates.
 
 The
so-called “penny stock rule” could make it cumbersome for brokers and dealers to
trade in our common stock, making the market for our common stock less liquid
which could cause the price of our stock to decline.
 
 The
Company’s common stock is quoted on the Over-the-Counter Bulletin
Board.  Trading of our common stock on the OTCBB may be subject to
certain provisions of the Securities Exchange Act of 1934, as amended, commonly
referred to as the "penny stock" rule. A penny stock is generally defined to be
any equity security that has a market price less than $5.00 per share, subject
to certain exceptions. If our stock is deemed to be a penny stock, trading in
our stock will be subject to additional sales practice requirements on
broker- dealers.
These may require a broker-dealer to:
 
 ·
              make
      a special suitability determination for purchasers of our
      shares;
 
 ·
              receive
      the purchaser's written consent to the transaction prior to the purchase;
      and
 
 ·
              deliver
      to a prospective purchaser of our stock, prior to the first transaction, a
      risk disclosure document relating to the penny stock
    market.
 
 Consequently,
penny stock rules may restrict the ability of broker-dealers to trade and/or
maintain a market in our common stock. Also, prospective investors may not want
to get involved with the additional administrative requirements, which may have
a material adverse effect on the trading of our shares.
 
 7
 
 Because we cannot
accurately predict the amount and timing of individual sales, our quarterly
operating results may vary significantly, which could adversely impact our stock
price.
  Our
quarterly operating results have varied significantly in the past, and we expect
they will continue to do so in the future. We have derived, and expect to
continue to derive in the near term, a significant portion of our revenue from
relatively large customer contracts or arrangements. The timing of revenue
recognition from those contracts and arrangements has caused and may continue to
cause fluctuations in our operating results, particularly on a quarterly basis.
Our quarterly revenues and operating results typically depend upon the volume
and timing of customer contracts received during a given quarter and the
percentage of each contract, which we are able to recognize as revenue during
the quarter. Each of these factors is difficult to forecast. As is common in the
software industry, the largest portion of software license revenues are
typically recognized in the last month of each fiscal quarter and the third and
fourth quarters of each fiscal year. We believe these patterns are partly
attributable to budgeting and purchasing cycles of our customers and our sales
commission policies, which compensate sales personnel for meeting or exceeding
periodic quotas.
 
 Furthermore,
individual Cicero XM sales are large and each sale can or will account for a
large percentage of our revenue and a single sale may have a significant impact
on the results of a quarter. The sales of Cicero XM can be classified as
generally large in size to a small discrete number of customers. In addition,
the substantial commitment of executive time and financial resources that have
historically been required in connection with a customer’s decision to purchase
our software increases the risk of quarter-to-quarter fluctuations. Our software
sales require a significant commitment of time and financial resources because
it is an enterprise product. Typically, the purchase of our products involves a
significant technical evaluation by the customer and the delays frequently
associated with customers’ internal procedures to approve large capital
expenditures and to test, implement and accept new technologies that affect key
operations. This evaluation process frequently results in a lengthy sales
process of several months. It also subjects the sales cycle for our products to
a number of significant risks, including our customers’ budgetary constraints
and internal acceptance reviews. The length of our sales cycle may vary
substantially from customer to customer.
  Our
product revenue may fluctuate from quarter to quarter due to the completion or
commencement of significant assignments, the number of working days in a quarter
and the utilization rate of services personnel. As a result of these factors, we
believe that a period-to-period comparison of our historical results of
operations is not necessarily meaningful and should not be relied upon as
indications of future performance. In particular, our revenues in the third and
fourth quarters of our fiscal years may not be indicative of the revenues for
the first and second quarters. Moreover, if our quarterly results do not meet
the expectations of our securities analysts and investors, the trading price of
our common stock would likely decline.
  Loss of key
personnel associated with Cicero®development
could adversely affect our business.
  Loss of
key executive personnel or the software engineers we have hired with specialized
knowledge of the Cicero XM technology could have a significant impact on our
execution of our new strategy given that they have specialized knowledge
developed over a long period of time with respect to the Cicero XM
technology.  Furthermore, because of our restructuring and reduction
in the number of employees, we may find it difficult to recruit new employees in
the future.
  Different
competitive approaches or internally developed solutions to the same business
problem could delay or prevent adoption of Cicero XM.
  Cicero XM
is designed to address in a novel way the problems that large companies face
integrating the functionality of different software applications by integrating
these applications at the desktop. To effectively penetrate the market for
solutions to this disparate application problem, Cicero XM will compete with
traditional Enterprise Application Integration, or EAI, solutions that attempt
to solve this business problem at the server or back-office level. Server level
EAI solutions are currently sold and marketed by companies such as NEON,
Mercator, Vitria, and BEA. There can be no assurance that our potential
customers will determine that Cicero XM’s desktop integration methodology is
superior to traditional middleware EAI solutions provided by the competitors
described above in addressing this business problem. Moreover, the information
systems departments of our target customers, large financial institutions, are
large and may elect to attempt to internally develop an internal solution to
this business problem rather than to purchase the Cicero XM product. The legacy
Cicero® itself was originally developed internally by Merrill Lynch to solve
these integration needs.
 8
 Accordingly,
we may not be able to provide products and services that compare favorably with
the products and services of our competitors or the internally developed
solutions of our customers. These competitive pressures could delay or prevent
adoption of Cicero XM or require us to reduce the price of our products, either
of which could have a material adverse effect on our business, operating results
and financial condition.
  Our
ability to compete may be subject to factors outside our control.
  We believe that our ability to compete depends in part on a number of
competitive factors outside our control, including the ability of our
competitors to hire, retain and motivate senior project managers, the ownership
by competitors of software used by potential clients, the development by others
of software that is competitive with our products and services, the price at
which others offer comparable services and the extent of our competitors’
responsiveness to customer needs.
  The
markets for our products are characterized by rapidly changing technologies,
evolving industry standards, frequent new product introductions and short
product life cycles.
 
 Our
future success will depend to a substantial degree upon our ability to enhance
our existing products and to develop and introduce, on a timely and
cost-effective basis, new products and features that meet changing customer
requirements and emerging and evolving industry standards.
 
 The introduction of new or enhanced products also requires us to manage the
transition from older products in order to minimize disruption in customer
ordering patterns, as well as ensure that adequate supplies of new products can
be delivered to meet customer demand. There can be no assurance that we will
successfully develop, introduce or manage the transition to new
products.
  We have
in the past, and may in the future, experience delays in the introduction of our
products, due to factors internal and external to our business. Any future
delays in the introduction or shipment of new or enhanced products, the
inability of such products to gain market acceptance or problems associated with
new product transitions could adversely affect our results of operations,
particularly on a quarterly basis.
 
 We
believe that to fully implement our business plan we will be required to enhance
our ability to work with the Window 7, Microsoft Vista, Windows XP, and Windows
2000 operating systems as well as the Linux operating system by adding
additional development personnel as well as additional direct sales personnel to
complement our sales plan.
 
 We
may face damage to the reputation of our software and a loss of revenue if our
software products fail to perform as intended or contain significant
defects.
 
 Our software products are complex, and significant defects may be found
following introduction of new software or enhancements to existing software or
in product implementations in varied information technology environments.
Internal quality assurance testing and customer testing may reveal product
performance issues or desirable feature enhancements that could lead us to
reallocate product development resources or postpone the release of new versions
of our software. The reallocation of resources or any postponement could cause
delays in the development and release of future enhancements to our currently
available software, require significant additional professional services work to
address operational issues, damage the reputation of our software in the
marketplace and result in potential loss of revenue. Although we attempt to
resolve all errors that we believe would be considered serious by our partners
and customers, our software is not error-free. Undetected errors or performance
problems may be discovered in the future, and known errors that we consider
minor may be considered serious by our partners and customers. This could result
in lost revenue, delays in customer deployment or legal claims and would be
detrimental to our reputation. If our software experiences performance problems
or ceases to demonstrate technology leadership, we may have to increase our
product development costs and divert our product development resources to
address the problems.
 
 We may be unable
to enforce or defend our ownership and use of proprietary and licensed
technology.
  Our success depends to a significant degree upon our proprietary and licensed
technology. We rely on a combination of patent, trademark, trade secret and
copyright law, contractual restrictions and passwords to protect our proprietary
technology. However, these measures provide only limited protection, and there
is no guarantee that our protection of our proprietary rights will be adequate.
Furthermore, the laws of some jurisdictions outside the United States do not
protect proprietary rights as fully as in the United States. In addition, our
competitors may independently develop similar technology; duplicate our products
or design around our patents or our other intellectual property rights. We may
not be able to detect or police the unauthorized use of our products or
technology, and litigation may be required in the future to enforce our
intellectual property rights, to protect our trade secrets or to determine the
validity and scope of our proprietary rights. Additionally, with respect to the
legacy Cicero® line of products, there can be no assurance that Merrill Lynch
will protect its patents or that we will have the resources to successfully
pursue infringers. Any litigation to enforce our intellectual property rights
would be expensive and time-consuming, would divert management resources and may
not be adequate to protect our business.
  9
 
 We do not
believe that any of our products infringe the proprietary rights of third
parties. However, companies in the software industry have experienced
substantial litigation regarding intellectual property and third parties could
assert claims that we have infringed their intellectual property rights. In
addition, we may be required to indemnify our distribution partners and end-
users for similar claims made against them. Any claims against us would divert
management resources, and could require us to spend significant time and money
in litigation, pay damages, develop new intellectual property or acquire
licenses to intellectual property that is the subject of the infringement
claims. These licenses, if required, may not be available on acceptable terms.
As a result, intellectual property claims against us could have a material
adverse effect on our business, operating results and financial
condition.
  As the
number of software products in the industry increases and the functionality of
these products further overlaps, we believe that software developers and
licensors may become increasingly subject to infringement claims. Any such
claims, with or without merit, could be time consuming and expensive to defend
and could adversely affect our business, operating results and financial
condition.
 
 Our
business may be adversely impacted if we do not provide professional services to
implement our solutions.
 
 Customers
that license our software typically engage our professional services staff or
third-party consultants to assist with product implementation, training and
other professional consulting services. We believe that many of our software
sales depend, in part, on our ability to provide our customers with these
services and to attract and educate third-party consultants to provide similar
services. New professional services personnel and service providers require
training and education and take time and significant resources to reach full
productivity. Competition for qualified personnel and service providers is
intense within our industry. Our business may be harmed if we are unable to
provide professional services to our customers to effectively implement our
solutions of if we are unable to establish and maintain relationships with
third-party implementation providers.
 
 Because
our software could interfere with the operations of customers, we may be subject
to potential product liability and warranty claims by these
customers.
 
 Our
software enables customers’ software applications to integrate and is often used
for mission critical functions or applications. Errors, defects or other
performance problems in our software or failure to provide technical support
could result in financial or other damages to our customers. Customers could
seek damages for losses from us. In addition, the failure of our software and
solutions to perform to customers’ expectations could give rise to warranty
claims.  The integration of our software with our customer’s
applications, increase the risk that a customer may bring a lawsuit us. Even if
our software is not at fault, a product liability claim brought against us, even
if not successful, could be time consuming and costly to defend and could harm
our reputation.
 
 We
have not paid any dividends on our common stock and it is likely that no
dividends will be paid in the future.
  We have
never declared or paid cash dividends on our common stock and we do not
anticipate paying any cash dividends on our common stock in the foreseeable
future.
  Provisions
of our charter and Bylaws could deter takeover attempts.
  Our
certificate of incorporation authorizes the issuance, without stockholder
approval, of preferred stock, with such designations, rights and preferences as
the board of directors may determine preferences as from time to time. Such
designations, rights and preferences established by the board may adversely
affect our stockholders. In the event of issuance, the preferred stock could be
used, under certain circumstances, as a means of discouraging, delaying or
preventing a change of control of the Company. Although we have no present
intention to issue any shares of preferred stock in addition to the currently
outstanding preferred stock, we may issue preferred stock in the
future.
 10
 Some
of the rights granted to the holders of our Series A-1 Preferred Stock and
Series B Preferred Stock could prevent a potential acquirer from buying our
Company.
 
 Holders
of our Series A-1 and Series B Preferred Stock have the right to block the
Company from consummating a merger, sale of all or substantially all of its
assets or recapitalization.  Accordingly, the holder of our Series A-1
Preferred Stock and Series B Preferred Stock could prevent the consummation of a
transaction in which our stockholders could receive a substantial premium over
the current market price for their shares.
  ITEM
1B.   UNRESOLVED STAFF COMMENTS
 
 Not
Applicable
 
 ITEM
2.   PROPERTIES
 
 Our
corporate headquarters and United States operations group and administrative
functions are based in offices of approximately 5,038 square feet in our Cary,
North Carolina office pursuant to a lease expiring in 2010.  We
believe that our existing lease will be renegotiated as it expires or that
alternative properties can be leased on acceptable terms.  We also
believe that our present facilities are suitable for continuing our existing and
planned operations.
  ITEM
3.   LEGAL PROCEEDINGS
 
 In
October 2003, we were served with a summons and complaint in Superior Court of
North Carolina regarding unpaid invoices for services rendered by one of our
subcontractors.  The amount in dispute was approximately $200,000 and
is included in accounts payable. Subsequent to March 31, 2004, we settled this
litigation.  Under the terms of the settlement agreement, we agreed to
pay a total of $189,000 plus interest over a 19-month period ending November 15,
2005. The Company has not made any additional payments and has a remaining
liability of approximately $88,000.
 
 ITEM
4.   [RESERVED]
  11
 PART
II
  ITEM
5.   MARKET FOR REGISTRANT'S COMMON STOCK, RELATED SHAREHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
 Our
common is currently quoted on the Over-The-Counter Bulletin Board. In January
2007 we formally changed our name to Cicero Inc. and now trade under the ticker
CICN.  The chart below sets forth the high and low stock prices for
the quarters of the fiscal years ended December 31, 2009 and 2008.
 
 2009
              
              
              2008Quarter
              
              High
              
              
              Low
              
              
              High
              
              
              LowFirst
              
              $
              0.23
              
              
              $
              0.08
              
              
              $
              0.25
              
              
              $
              0.14Second
              
              $
              0.25
              
              
              $
              0.13
              
              
              $
              0.19
              
              
              $
              0.14Third
              
              $
              0.19
              
              
              $
              0.12
              
              
              $
              0.27
              
              
              $
              0.17Fourth
              
              $
              0.15
              
              
              $
              0.09
              
              
              $
              0.20
              
              
              $
              0.09
  The
closing price of the common stock on March 3, 2010 was $0.09 per
share.
 
 Dividends
and Record Stockholders
 
 We have
never declared or paid any cash dividends on our common stock. We anticipate
that all of our earnings will be retained for the operation and expansion of our
business and do not anticipate paying any cash dividends on our common stock in
the foreseeable future   As of March 4, 2010, we had 208
registered stockholders of record.
 
 Recent
Sales of Unregistered Securities
 
 In April
2009, the Company issued 120,000 shares of common stock to BluePhoenix Solutions
due to a filing deadline penalty.
 
 In April
2009, the Company issued 250,000 shares of common stock to an investor for the
conversion of a promissory note.
 
 In June
2009, the Company issued 85,789 shares of common stock to an investor for the
conversion of outstanding interest on a loan.
 
 These
securities were issued in reliance upon an exemption from registration provided
by Section 4(2) of the Securities Act of 1933 as amended.
 
 Equity
Compensation Plan Information
 
 The
following table sets forth certain information as of December 31, 2009, about
shares of Common Stock outstanding and available for issuance under the
Company’s existing equity compensation plans: the 2007 Cicero Stock Option Plan,
the Level 8 Systems, Inc. 1997 Stock Option Incentive Plan, the 1995
Non-Qualified Option Plan and the Outside Director Stock Option
Plan.
  Plan
      Category
              
              Number
      of Securities to
                be
      issued upon exercise ofoutstanding
      options
              
              
              Weighted-average
                exercise
      price of
                outstanding
      options
              
              
              Number
      of securities
                remaining
      available under
                equity
      compensation plans
                (excluding
      securities reflected
                in
      the first column)Equity
      compensation plans approved by stockholders
              
              
              2,707,006
              
              
              $
              1.10
              
              
              
              1,818,774
 
 ITEM
6.   SELECTED FINANCIAL DATA.
 
 Not
Applicable
  12
 ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 General
Information
 
 Cicero
Inc. provides businesses the ability to maximize every interaction from
intra-company back office applications to those that take place between
employees, customers and vendors while extending the value of the best of breed
applications in which businesses have already invested. The Company provides an
innovative and unique combination of application and process integration,
automation, presentation and real-time analysis, all without changes to the
underlying applications or requiring costly development expenditures. Business
integration software addresses the emerging need for a company's information
systems to deliver enterprise-wide views of the Company's business information
processes.
  In
addition to software products, the Company also provides technical support,
training and consulting services as part of its commitment to providing its
customers industry-leading integration solutions.  The Company’s
consulting team has in-depth experience in developing successful
enterprise-class solutions as well as valuable insight into the business
information needs of customers in the Global 5000.  Cicero offers
services around our integration and customer experience management software
products.
 
 This
discussion contains forward-looking statements relating to such matters as
anticipated financial performance, business prospects, technological
developments, new products, research and development activities, liquidity and
capital resources and similar matters. The Private Securities Litigation Reform
Act of 1995 provides a safe harbor for forward-looking statements. In order to
comply with the terms of the safe harbor, the Company notes that a variety of
factors could cause its actual results to differ materially from the anticipated
results or other expectations expressed in the Company's forward-looking
statements.  See ''Item 1. Business—Forward Looking and Cautionary
Statements.''
  Business
Strategy
 
 Management
makes operating decisions and assesses performance of the Company’s operations
based on one reportable segment, the Software product segment.
  The
Software product segment is comprised of the Cicero XM
product.  Cicero XM enables businesses to transform human interaction
across the enterprise. Cicero XM enables the flow of data between different
applications, regardless of the type and source of the application, eliminating
redundant entry and costly mistakes. Cicero XM automates up and down-stream
process flows, enforcing compliance and optimizing handle time and provides a
task-oriented desktop, reducing training time and enabling delivery of best in
class service. Cicero XM captures real-time information about each interaction,
guiding the business user through an activity and capturing usage data to spot
trends and forecast problems before they occur.
 
 Results
of Operations
 
 The
following table sets forth, for the years indicated, the Company's results of
continuing operations expressed as a percentage of revenue and presents
information for the three categories of revenue.  The results listed
do not include the full software suite of Cicero XM since the acquisition of the
SOADesk LLC assets did not occur until January 2010.  The results only
include the Cicero Integrator software from the Cicero XM
suite.
  13
  Year
      Ended December 31,2009
              
              
              2008
              
              
              2007Revenue:Software
              
              
              17.3
              %
              
              
              42.5
              %
              
              
              27.7
              %Maintenance
              
              
              47.3
              %
              
              
              25.3
              %
              
              
              16.6
              %Services
              
              
              35.4
              %
              
              
              32.2
              %
              
              
              55.7
              %Total
              
              
              100.0
              %
              
              
              100.0
              %
              
              
              100.0
              %Cost
      of revenue:Software
              
              
              0.8
              %
              
              
              1.5
              %
              
              
              1.0
              %Maintenance
              
              
              8.7
              %
              
              
              7.5
              %
              
              
              14.6
              %Services
              
              
              47.4
              %
              
              
              27.3
              %
              
              
              36.2
              %Total
              
              
              56.8
              %
              
              
              36.2
              %
              
              
              51.8
              %Gross
      margin
              
              
              43.2
              %
              
              
              63.8
              %
              
              
              48.2
              %Operating
      expenses:Sales and
    marketing
              
              
              48.2
              %
              
              
              27.6
              %
              
              
              43.5
              %Research and product
      development
              
              
              21.6
              %
              
              
              17.8
              %
              
              
              31.5
              %General and
      administrative
              
              
              52.4
              %
              
              
              37.7
              %
              
              
              75.0
              %Total
              
              
              122.2
              %
              
              
              83.1
              %
              
              
              150.0
              %Loss from continuing
      operations
              
              
              (79.0
              )%
              
              
              (19.3
              )%
              
              
              (101.8
              )%Other  (expense),
      net
              
              
              (12.2
              )%
              
              
              (4.5
              )%
              
              
              (7.5
              )%Net loss from continuing
      operations
              
              
              (91.2
              )%
              
              
              (23.8
              )%
              
              
              (109.3
              )%
 
 The
following table sets forth data for total revenue for continuing operations by
geographic origin as a percentage of total revenue for the periods
indicated:
 
 2009
              
              
              2008
              
              
              2007United
      States
              
              
              100
              %
              
              
              100
              %
              
              
              100
              %
 
 Years Ended December 31, 2009, 2008,
and 2007
 
 Revenue and Gross
Margin.   The Company has three categories of revenue:
software products, maintenance, and services. Software products revenue is
comprised primarily of fees from licensing the Company's proprietary software
products. Maintenance revenue is comprised of fees for maintaining, supporting,
and providing periodic upgrades to the Company's software products. Services
revenue is comprised of fees for consulting and training services related to the
Company's software products.
  The
Company's revenues vary from quarter to quarter, due to market conditions, the
budgeting and purchasing cycles of customers and the effectiveness of the
Company’s sales force.  The Company does not have any material backlog
of unfilled software orders and product revenue in any period is substantially
dependent upon orders received in that quarter. Because the Company's operating
expenses are based on anticipated revenue levels and are relatively fixed over
the short term, variations in the timing of the recognition of revenue can cause
significant variations in operating results from period to period. Fluctuations
in operating results may result in volatility of the price of the Company's
common stock.
  Total
revenues decreased 27.6% from $3,452,000 in 2008 to $2,498,000 in
2009.  Revenues increased 91% from $1,808,000 in 2007 to $3,452,000 in
2008.  The decrease in revenues in 2009 is primarily attributable to a
decrease in software sales partially offset by an increase in maintenance
revenue due to a tiered increase in existing maintenance agreement and renewals
of maintenance agreements.  The increase in revenues in 2008 is
primarily driven by increased software sales to new customers and corresponding
maintenance revenue on new software sales in addition to maintenance revenue
from the contract with Merrill Lynch.  Gross profit margin was 43%,
64%, and 48%, for 2009, 2008, and 2007, respectively.  Under the terms
of the OEM agreement with Merrill Lynch, the Company will recognize two
components of software revenue. The first component will be runtime licenses,
and once those licenses are deployed by Merrill Lynch; the second component will
be a monthly subscription fee for each license deployed. The Company may or may
not incur additional license revenues under this OEM agreement.
  14
 
 Software Products. Software
product revenue decreased from $1,467,000 in 2008 to $431,000 in 2009 or
approximately 71%.  Software product revenue increased 193% in 2008
from $501,000 in 2007 to $1,467,000 in 2008.  The decrease in software
revenue in 2009 is partially attributable to an overall economic slowdown as
many companies’ operating and capital budgets were either reduced or
frozen.  The increase in software revenue in 2008 is partially
attributable to contracts signed with a reseller/partner and sales to one of its
customers.
 
 The gross
margin on software products was 96% for the year ended December 31, 2009, 97%
for the year ended December 31, 2008, and 96% for the year ended December 31,
2007.  Cost of software is composed primarily of royalties to a third
party. The original version Cicero® software technology and related patents was
licensed by the Company on a worldwide basis from Merrill Lynch in August of
2000 under a license agreement containing standard provisions and a two-year
exclusivity period. On January 3, 2002, the license agreement was amended to
extend the Company’s exclusive worldwide marketing, sales and development rights
to Cicero® in perpetuity (subject to Merrill Lynch’s rights to terminate in the
event of bankruptcy or a change in control of the Company) and to grant
ownership rights in the Cicero® trademark. The Company is indemnified by Merrill
Lynch with regard to the rights granted to Cicero® by them. In consideration for
the original Cicero® license we issued to Merrill Lynch 10,000 shares of the
Company’s common stock. In consideration for the amendment, the Company issued
an additional 2,500 shares of common stock to MLBC, Inc., a Merrill Lynch
affiliate and entered into a royalty sharing agreement pursuant to which, the
Company pays a royalty of 3% of the sales price for each sale of Cicero®
software or related maintenance services. The royalties over the life of the
agreement are capped at $20,000,000.
 
 The
Company expects to see an increase in software sales coupled with improving
margins on software products as Cicero XM gains acceptance in the marketplace.
The Company’s expectations are based on its review of the sales cycle that has
developed around the Cicero XM product since being released by the Company, its
review of the pipeline of prospective customers and their anticipated capital
expenditure commitments and budgeting cycles, as well as the status of
in-process proof of concepts or beta sites with select
corporations.
 
 Maintenance.Maintenance
revenues for the year ended December 31, 2009 increased $309,000 or
approximately 35% from 2008.  Maintenance revenues for the year ended
December 31, 2008 increased 191% or $573,000 from 2007.  The increase
in maintenance revenues for 2009 in primarily attributable to a tiered increase
in the Merrill Lynch agreement, and renewals of expiring maintenance
agreements.  The increase in maintenance revenues for 2008 is
primarily attributed to the increase in new software sales and the OEM contract
with Merrill Lynch.
 
 Cost of
maintenance is comprised of personnel costs and related overhead and the cost of
third-party contracts for the maintenance and support of the Company’s software
products. The Company experienced a gross margin on maintenance products of 82%,
70% and 12% for 2009, 2008 and 2007, respectively.
 
 Maintenance
revenues are expected to increase as a result of our expected increase in sales
of the CiceroXM product. The cost of maintenance should increase
slightly.
 
 Services.Services
revenue for the year ended December 31, 2009 decreased by $227,000 or
approximately 20% over the same period in 2008.  Services revenue for
the year ended December 31, 2008 increased by approximately 10% or $105,000 over
the same period in 2007.  The decrease in services revenue in 2009 is
primarily attributable to lower software product sales as well as general
reductions in consulting contracts with existing customers.  The
increase in service revenues in 2008 is attributable to consulting engagements
that were earned during the past two years.
 
 Cost of
services primarily includes personnel and travel costs related to the delivery
of services. Services gross margin loss was 34% for fiscal
2009.  Services gross margin was 15% and 35%, for the years ended 2008
and 2007, respectively.  The decrease in gross margin from 2008 to
2009 is due to the decrease in service revenue primarily due to lower software
sales and reduction in consulting contracts.
 
 Services
revenues are expected to increase as the Cicero XM product gains
acceptance.
 
 Sales and
Marketing.Sales and marketing expenses primarily include
personnel costs for salespeople, marketing personnel, travel and related
overhead, as well as trade show participation and promotional expenses. Sales
and marketing expenses increased 26% or approximately $251,000 to $1,203,000 in
2009 and 21% or approximately $166,000 to $952,000 in 2008. The increase in
sales and marketing in 2009 is primarily driven by an increase in marketing and
trade show participation.  The increase in sales and marketing in 2008
is primarily driven by increased participation in trade
shows.
 
 Sales and
marketing expenses are expected to increase as the Company adds additional
direct sales personnel and supports the sales function with targeted collateral
marketing materials and marketing events.
 
 15
 
 Research and
Development.Research and development expenses primarily
include personnel costs for product authors, product developers and product
documentation and related overhead.  Research and development expense
decreased 12% or $75,000 to $540,000 in 2009 as compared to 2008 and increased
by 8% or $46,000 to $615,000 in 2008 as compared to 2007. The decrease in costs
in 2009 is primarily due to lower headcount and stock option expense for options
issued in 2007 being fully expensed.  The increase in costs in 2008 is
primarily driven by an increase in headcount partially offset by overall
decrease in overhead expenses.
 
 The
Company intends to continue to make a significant investment in research and
development while enhancing efficiencies in this area.
 
 General and Administrative.General and administrative expenses consist of personnel costs for the
executive, legal, financial, human resources, investor relations and
administrative staff, related overhead, and all non-allocable corporate costs of
operating the Company. General and administrative expenses for the year ended
December 31, 2009 increased by 1% or $9,000 to $1,310,000 over
2008.  The increase in general administrative costs is primarily due
to higher costs due to the annual shareholder meeting partially offset by a
reduction in stock option expense as options issued in 2007 were fully
expensed.  General and administrative expenses for the year ended
December 31, 2008 decreased by 4% or $55,000 to $1,301,000 over the prior
year.  The decrease in general administrative costs is primarily due
to a reduction in stock compensation expense partially offset by higher general
overhead costs.
 
 General
and administrative expenses are expected to slightly increase going forward as a
result of the acquisition of the assets of SOAdesk LLC.
 
 Provision for Taxes.The
Company’s effective income tax rate for continuing operations differs from the
statutory rate primarily because an income tax benefit was not recorded for the
net loss incurred in 2009, 2008, and 2007. Because of the Company’s inconsistent
earnings history, the deferred tax assets have been fully offset by a valuation
allowance.
 
 Impact of
Inflation.Inflation has not had a significant effect on the
Company’s operating results during the periods presented.
 
 Liquidity and Capital
Resources
 
 Operating
and Investing Activities
 
 The
Company utilized $51,000 of cash for the year ended December 31,
2009.  The Company incurred a net loss of approximately $1,280,000 for
the year ended December 31, 2009 in addition to net losses of approximately
$2,798,000 for the previous two fiscal years. The Company has experienced
negative cash flows from operations for the past three years. At December 31,
2009, the Company had a working capital deficiency of approximately
$6,544,000.
 
 Operating
activities utilized approximately $1,223,000 in cash, which was primarily
comprised of the loss from operations of $1,280,000, a decrease in net
liabilities of discontinued operations of $358,000, a decrease in the amounts
owing its creditors of $340,000, and a decrease in deferred revenue of
$105,000.  This was offset by non-cash charges for depreciation and
amortization of approximately $21,000, stock compensation expense of $378,000, a
provision for an uncollectible receivable of $62,000, and expense from a stock
issuance of $16,000. In addition, the Company had a decrease in accounts
receivable of $472,000 and an increase in prepaid and other assets of
$90,000.
 
 The
Company utilized approximately $14,000 in cash in the purchase of updating the
Company’s network equipment and furniture.
 
 Financing
Activities
 
 The
Company funded its cash needs during the year ended December 31, 2009 with cash
on hand from December 31, 2008, as well as through the use of proceeds from
several secured promissory notes in the aggregate amount of $750,000 and other
short term borrowings.
 
 16
 
 The
Company funded its cash needs during the year ended December 31, 2008 with cash
on hand from December 31, 2007, as well as through the use of proceeds from
short term borrowings.
 
 In
January 2010, the Company closed an offering of 9,067 shares of Series B
Convertible Preferred Stock and warrants to purchase 2,266,667 shares of common
stock, in excess of $1.35 million (including $500,000 in cash and the
cancellation of $860,000 of existing indebtedness owed to two of the investors,
including John Steffens, our Chairman of the Board) that was used to provide
funding for the acquisition of the assets of SOAdesk LLC.  The Series
B Convertible Preferred Stock bears an annual interest of 8% and provides
warrants to purchase common stock of the Company at a strike price of $0.25 per
share.  The Series B stock may convert into common stock at a
conversion rate of $0.15 per share.
  In March
2009, the Company entered into several secured Promissory Notes with certain
investors in the aggregate amount of $750,000. The Notes bear interest at 15%
and mature on January 31, 2012. The Notes are secured by the amount due the
Company in February 2010 under its contract with Merrill Lynch. In addition,
each investor was issued a warrant to purchase common stock of the Company.
Under the terms of the warrant, which expires in five years, each Note holder is
entitled to purchase 1,000 shares of Cicero common stock for every $1,000 of
principal due under the Note. The exercise price on the warrant is $0.20 per
share. The shares of common stock underlying the warrants have registration
rights and a cashless exercise provision in the event no registration statement
is effective for resales, if required.
 
 During
2008, the Company entered into a Revolving Note Agreement with an Investor in
which the Company may from time to time borrow up to $500,000. The borrowings
are secured by any outstanding receivables at the time of the loans. The loans
bear interest at 36% per annum. At December 31, 2009, $300,000 was due and
outstanding under the Revolving Note agreement.
 
 The
Company had a term loan in the principal amount of $1,971,000 from Bank Hapoalim
bearing interest at LIBOR plus 1.5%. In October 2007, the Company agreed to
restructure the Note payable to Bank Hapoalim and guaranty by BluePhoenix
Solutions (formerly Liraz Systems Ltd.). Under a new agreement with BluePhoenix,
the Company made a principal reduction payment to Bank Hapoalim in the amount of
$300,000. Simultaneously, BluePhoenix paid $1,671,000 to Bank Hapoalim, thereby
discharging that indebtedness. The Company and BluePhoenix entered into a new
Note in the amount of $1,021,000, bearing interest at LIBOR plus 1.0% and
maturing on December 31, 2011. In addition, BluePhoenix acquired 2,546,149
shares of the Company’s common stock in exchange for $650,000 paid to Bank
Hapoalim to retire that indebtedness.  Of the new note payable to
BluePhoenix, approximately $350,000 was due on January 31, 2009 and the balance
is due on December 31, 2011.  In March 2008, the Company and
BluePhoenix agreed to accelerate the principal reduction payment of $350,000 due
on January 31, 2009 and $200,000 was paid in March 2008.  The Company
paid $100,000 in January 2009.  BluePhoenix agreed to convert $50,000
of the repayment into 195,848 shares of the Company’s common stock in
July 2008.
  In
October 2007, the Company entered into a Long Term Promissory Note in the amount
of $300,000 with Mr. John L Steffens, our chairman. The Note bears interest at
3% per annum and had an original maturity date of October 30, 2009. In order to
bring the interest rate on the Note in compliance with arm’s length
transactions, the Company also issued 188,285 warrants to purchase the Company’s
common stock at $0.18 each. The warrants were valued using the Black- Scholes
method and a fair value of $34,230 was charged to stock compensation expense in
the fourth quarter of 2007. The warrants expire in 10 years. The Company used
the proceeds from that loan to pay down the debt to Bank Hapoalim as noted
above.  In March 2009, the Company and Mr. Steffens agreed to extend
the maturity on the above Note to October 2010.  In January 2010, Mr.
Steffens agreed to convert his note into Series B Convertible Preferred
Stock.
 
 The
Company believes that its financing activities and capitalization structure will
have a positive impact on the future operations of the Company and its ability
to raise additional capital, however, there can be no assurance that management
will be successful in executing as anticipated or in a timely manner, especially
in light of the current global economic crisis.  If these strategies
are unsuccessful, the Company may have to pursue other means of financing that
may not be on terms favorable to the Company or its stockholders. The
Company has repositioned itself in the marketplace as a result of the
acquisition of the assets of SOAdesk along with its key personnel. By combining
the SOAdesk products with the Cicero legacy products, the Company is able to
offer a complete Customer Experience Management suite of products. The new
products have already received awards from within the industry and new customers
have contracted to use the products, thereby generating new revenues. The
Company also plans on raising funds through private placements of equity,
including its preferred stock, and/or debt. Management believes with the
anticipated revenues generated by the new product suite and the additional
funding from its capital raising efforts, that the Company will be able to fund
its operations through the year ending December 31, 2010.
 17
 SOAdesk
Transaction
 
 On
January 15, 2010, the Company entered into an Asset Purchase Agreement with
SOAdesk, LLC (“SOAdesk”) and Vertical Thought, Inc. (“VTI” and, together with
SOAdesk, the “Sellers”), pursuant to which the Company acquired the Sellers’
“United Desktop” and “United Data Model” software programs, as well as
substantially all of the other assets owned by the Sellers directly or
indirectly used (or intended to be used) in or related to Sellers’ business of
providing customer interaction consulting and technology services for
organizations and contact centers throughout the world (the “Business”). The
Company also assumed certain liabilities of the Sellers related to the Business,
as described in the Asset Purchase Agreement.
 
 The
aggregate consideration payable by the Company to the Sellers consists of the
following:
 
 ·  $300,000
paid in cash to the Sellers on the closing date;
 
 ·  an
unsecured convertible note in the aggregate principal amount of $700,000,
payable to SOAdesk, with an annual interest rate of 5%,  and
convertible into shares of the Company’s Series B Preferred Stock (the
“Convertible Note”);
 
 ·  $525,000,
payable in cash to SOAdesk on March 31, 2010;
 
 ·  an
unsecured convertible note in the aggregate principal amount of $1,000,000,
payable to SOAdesk and convertible into shares of the Company’s Common Stock;
and
 
 ·  certain
earn-out payments as described in the Asset Purchase Agreement.
 
 On March
31, 2010, the maturity date of the Convertible Note was extended from March 31,
2010 to September 30, 2010. Furthermore, the terms of the Asset Purchase
Agreement were amended and the Company issued a new $525,000 convertible
promissory note to SOAdesk in lieu of the $525,000 payment. This new note, which
carries an annual interest rate of 5%, is payable in shares of the Company’s
Series B Preferred Stock and matures on June 30, 2010.
  Off Balance Sheet
Arrangements
 
 The
Company does not have any off balance sheet arrangements. We have no
subsidiaries or other unconsolidated limited purpose entities, and we have not
guaranteed or otherwise supported the obligations of any other
entity.
 
 Significant Accounting
Policies and Estimates
 
 The
policies discussed below are considered by us to be critical to an understanding
of our financial statements because they require us to apply the most judgment
and make estimates regarding matters that are inherently
uncertain.  Specific risks for these critical accounting policies are
described in the following paragraphs.  With respect to the policies
discussed below, we note that because of the uncertainties inherent in
forecasting, the estimates frequently require adjustment.
  Our
financial statements and related disclosures, which are prepared to conform to
accounting principles generally accepted in the United States of America,
require us to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and accounts receivable and expenses during the
period reported.  We are also required to disclose amounts of
contingent assets and liabilities at the date of the financial
statements.  Our actual results in future periods could differ from
those estimates.  Estimates and assumptions are reviewed periodically,
and the effects of revisions are reflected in the Consolidated Financial
Statements in the period they are determined to be necessary.
  We
consider the most significant accounting policies and estimates in our financial
statements to be those surrounding: (1) revenue recognition; (2) allowance for
doubtful trade accounts receivable; (3) capitalization and valuation of software
product technology; and (4) valuation of deferred tax assets.  These
accounting policies, the basis for any estimates and potential impact to our
Consolidated Financial Statements, should any of the estimates change, are
further described as follows:
 
 18
 
 Revenue
Recognition.Our revenues are derived principally from three
sources:  (i) license fees for the use of our software products; (ii)
fees for consulting services and training; and (iii) fees for maintenance and
technical support.  We generally recognize revenue from software
license fees when a license agreement has been signed by both parties, the fee
is fixed or determinable; collection of the fee is probable, delivery of our
products has occurred and no other significant obligations remain.  We
do not have multiple-element arrangements.
  Revenues
from services include fees for consulting services and
training.  Revenues from services are recognized on either a time and
materials or percentage of completion basis as the services are performed and
amounts due from customers are deemed collectible and
non-refundable.  Revenues from fixed price service agreements are
recognized on a percentage of completion basis in direct proportion to the
services provided.  To the extent the actual time to complete such
services varies from the estimates made at any reporting date, our revenue and
the related gross margins may be impacted in the following period.
  Allowance for Doubtful Trade Accounts
Receivable.  In addition to assessing the probability of
collection in conjunction with revenue arrangements, we continually assess the
collectability of outstanding invoices.  Assumptions are made
regarding the customer’s ability and intent to pay and are based on historical
trends, general economic conditions, and current customer
data.  Should our actual experience with respect to collections differ
from our initial assessment, there could be adjustments to bad debt
expense.
  Capitalization and Valuation of
Software Product Technology.  Our policy on capitalized
software costs determines the timing of our recognition of certain development
costs.  In addition, this policy determines whether the cost is
classified as development expense or cost of software
revenue.  Management is required to use professional judgment in
determining whether development costs meet the criteria for immediate expense or
capitalization.  Additionally, we review software product technology
assets for net realizable value at each balance sheet date.  Should we
experience reductions in revenues because our business or market conditions vary
from our current expectations, we may not be able to realize the carrying value
of these assets and will record a write down at that time. As of December 31,
2009 and 2008 the Company had $0 in capitalized software product
technology.
  Valuation of Deferred Tax
Assets.  Income taxes are accounted for under the asset and
liability method.  Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carry
forwards.  Deferred income 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 income tax assets and liabilities of
a change in tax rates is recognized in income in the period that includes the
enactment date.  A valuation allowance is established to the extent
that it is more likely than not, that we will be unable to utilize deferred
income tax assets in the future.  At December 31, 2009, we had a
valuation allowance of $98,867,000 against $98,867,000 of gross deferred tax
assets.  We considered all of the available evidence to arrive at our
position on the net deferred tax asset; however, should circumstances change and
alter our judgment in this regard, it may have an impact on future operating
results.
 
 At
December 31, 2009, the Company has net operating loss carryforwards of
approximately $236,255,000, which may be applied against future taxable income.
These carryforwards will expire at various times between 2010 and 2029. A
substantial portion of these carryforwards is limited to future taxable income
of certain of the Company’s subsidiaries or limited by Internal Revenue Code
Section 382. Thus, the utilization of these carryforwards cannot be
assured.
 
 Recent
Accounting Pronouncements:
 
 The FASB
has published FASB Accounting Standards Update 2009-13, Revenue Recognition
(Topic 605)-Multiple Deliverable Revenue Arrangements which addresses the
accounting for multiple-deliverable arrangements to enable vendors to account
for products or services (deliverables) separately rather than as a combined
unit.  Specifically, this guidance amends the criteria in Subtopic
605-25, Revenue Recognition-Multiple-Element Arrangements, for separating
consideration in multiple-deliverable arrangements.  This guidance
establishes a selling price hierarchy for determining the selling price of a
deliverable, which is based on: (a) vendor-specific objective evidence; (b)
third-party evidence; or (c) estimates.  This guidance also eliminates
the residual method of allocation and requires that arrangement consideration be
allocated at the inception of the arrangement to all deliverables using the
relative selling price method and also requires expanded
disclosures.  FASB Accounting Standards Update 2009-13 is effectively
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010.  Early adoption is
permitted.  The adoption of this standard is not expected to have any
impact on the Company’s consolidated financial position and results of
operations.
 
 19
 
 In June
2009, the FASB issued guidance now codified as FASB ASC Topic 105, “Generally
Accepted Accounting Principles,” as the single source of authoritative
nongovernmental U.S. GAAP. FASB ASC Topic 105 does not change current U.S. GAAP,
but is intended to simplify user access to all authoritative U.S. GAAP by
providing all authoritative literature related to a particular topic in one
place. All existing accounting standard documents will be superseded and all
other accounting literature not included in the FASB Codification will be
considered non-authoritative. These provisions of FASB ASC Topic 105 are
effective for interim and annual periods ending after September 15, 2009 and,
accordingly, are effective for the Company for the current fiscal reporting
period. The adoption of this standard did not have an impact on the Company’s
consolidated financial condition or results of operations, but will impact the
Company’s financial reporting process by eliminating all references to
pre-codification standards. On the effective date of this Statement, the
Codification superseded all then-existing non-SEC accounting and reporting
standards, and all other non-grandfathered non-SEC accounting literature not
included in the Codification became non-authoritative.
  In May
2009, the FASB issued guidance now codified as FASB ASC Topic 855, “Subsequent
Events,” which establishes general standards of accounting for, and disclosures
of, events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. This standard is effective
for interim or fiscal periods ending after June 15, 2009. Accordingly, the
Company adopted these provisions of FASB ASC Topic 855 on April 1, 2009. The
adoption of this standard did not have a material impact on the Company’s
consolidated financial position, results of operations or cash flows. However,
the provisions of FASB ASC Topic 855 resulted in additional disclosures with
respect to subsequent events. See Note 17, Subsequent Events, for this
additional disclosure.
  In April
2009, the FASB issued guidance now codified as FASB ASC Topic 820, “Fair Value
Measurements and Disclosures”, which is intended to provide additional
application guidance and enhanced disclosures regarding fair value measurements
and impairments of securities and additional guidelines for estimating fair
value in accordance with additional guidance related to the disclosure of
impairment losses on securities and the accounting for impairment losses on debt
securities. This guidance is effective for fiscal years and interim periods
ended after June 15, 2009. The adoption of this standard did not have a material
effect on the Company’s consolidated financial position, results of operations,
or cash flows.
  In June
2008, the FASB ratified EITF Issue No. 07-5, Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF
07-5”).  EITF 07-5 provides that an entity should use a two step
approach to evaluate whether an equity-linked financial instrument, or embedded
feature, is indexed to its own stock, including evaluating the instrument’s
contingent exercise and settlement provisions.  It also clarifies on
the impact of foreign currency denominated strike prices and market-based
employee stock option valuations.  EITF 07-5 is effective for fiscal
years beginning after December 15, 2008 and interim periods within those fiscal
years. The adoption of EITF 07-5 is not expected to havea  material
impact on the Company’s consolidated financial position and results of
operations.
  In March
2008, the FASB issued guidance now codified as FASB ASC Topic 815, “Derivatives
and Hedging”, which requires enhanced disclosures about an entity’s derivative
and hedging activities and thereby improves the transparency of financial
reporting. This standard is effective for fiscal years and interim periods
beginning after November 15, 2008. The adoption of this standard did not have a
material effect on the Company’s financial position, results of operations, or
cash flows.
  In
December 2007, the FASB issued guidance now codified as FASB ASC Topic 805,
“Business Combinations”, which significantly changes the accounting for business
combinations in a number of areas including the treatment of contingent
consideration, contingencies, acquisition costs, research and development assets
and restructuring costs. In addition, changes in deferred tax asset valuation
allowances and acquired income tax uncertainties in a business combination after
the measurement period will impact income taxes. This standard is effective for
fiscal years beginning after December 15, 2008. The adoption of these provisions
will have an effect on accounting for any business acquired after the effective
date of this standard.
  In
December 2007, the FASB issued guidance now codified as FASB ASC Topic 805,
“Business Combinations”, to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. This pronouncement is effective for fiscal years and interim periods
within those fiscal years, beginning on or after December 15, 2008 and shall be
applied prospectively as of the beginning of the fiscal year in which the
guidance is initially adopted. The adoption of the provisions in this
pronouncement would have an impact on the presentation and disclosure of the
noncontrolling interest of any non wholly owned businesses acquired in the
future.
 20
 
 ITEM
7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
 
 Not
applicable
  ITEM
8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 The
information required by this item appears beginning on page F-1 of this
report.
  ITEM
9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
 
 Not
applicable
 
 ITEM
9A(T).   CONTROLS AND PROCEDURES
 
 (a) Evaluation of Disclosure
Controls
 
 Our Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
our disclosure controls and procedures as of December 31, 2009. The term
“disclosure controls and procedures,” as defined in Rules 13a-15(e) and
15d-15(e) under the Securities 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. Based on the evaluation of our disclosure controls and procedures as
of December 31, 2009, our Chief Executive Officer and Chief Financial Officer
concluded that, as of such date, our disclosure controls and procedures were
effective.
  The Audit
Committee of the Board of Directors, which is composed solely of independent
directors, meets regularly with our independent registered public accounting
firm, Marcum LLP, and representatives of management to review accounting,
financial reporting, internal control and audit matters, as well as the nature
and extent of the audit effort. The Audit Committee is responsible for the
engagement of the independent auditors. The independent auditors have free
access to the Audit Committee.
 
 (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 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 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 principles generally accepted in the
United States of America.
  21
 
 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.
  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
completed an evaluation 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) and has determined that the Company’s system of
internal control over financial reporting was effective as of December 31,
2009.
 
 (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
 
 During
our fourth fiscal quarter, there has been no change in our internal control over
our financial reporting that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
 
 ITEM
9B.   OTHER INFORMATION
 
 None
 22
 PART
III
 
 ITEM
10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
 
 The following table sets forth certain
information about our directors and executive officers:
  Name
              
              Age
              
              Position(s)John
      L Steffens
              
              68
              
              Director
      and ChairmanJohn
      Broderick
              
              60
              
              Director
      and Chief Executive Officer/Chief Financial OfficerAntony
      Castagno
              
              42
              
              Director
      and Chief Technology OfficerAnthony
      C. Pizi
              
              50
              
              DirectorMark
      Landis
              
              68
              
              DirectorBruce
      W. Hasenyager
              
              68
              
              DirectorJay
      R. Kingley
              
              49
              
              DirectorCharles
      B. Porciello
              
              74
              
              DirectorBruce
      D. Miller
              
              59
              
              DirectorJohn
      W. Atherton
              
              67
              
              DirectorDon
      Peppers
              
              59
              
              Director
 
 John
L. Steffens
 Director
since May, 2007.
 
 Mr.
Steffens was appointed to our Board of Directors on May 16, 2007 and is the
Founder and Managing Director of Spring Mountain Capital, L. P.  Prior
to establishing Spring Mountain Capital, Mr. Steffens spent 38 years at Merrill
Lynch & Co., where he held numerous senior management positions, including
President of Merrill Lynch Consumer Markets, which was later named the Private
Client Group, from July 1985 until April 1997, and both Vice Chairman of Merrill
Lynch & Co., Inc. (the parent company) and Chairman of its U.S. Private
Client Group from April 1997 until July 2001. Mr. Steffens was elected a member
of the Board of Directors of Merrill Lynch & Co., Inc. in April 1986 and
served on the board until July 2001. Mr. Steffens was Chairman of the Securities
Industry Association during 1994 and 1995, and is currently a Trustee of the
Committee for Economic Development. He is the National Chairman Emeritus of the
Alliance for Aging Research and serves on the Board of Aozora Bank in
Japan.  Mr. Steffens graduated from Dartmouth University in 1963 with
a B.A. degree in Economics.  He also attended the Advanced Management
Program of the Harvard Business School in 1979.  We believe Mr.
Steffen’s qualifications to serve on our Board of Directors include his
experience in leading complex enterprises and his experience as a senior
executive.
 
 John
P. Broderick
 Director
since July 2005.
 
 Mr.
Broderick is currently the Chief Executive Officer and Chief Financial Officer
of the Company and is also a director. Mr. Broderick has served as the Chief
Operating Officer of the Company since June 2002, as the Chief Financial Officer
of the Company since April 2001, and as Corporate Secretary since August 2001.
Prior to joining our Company, Mr. Broderick was Executive Vice President of
Swell Inc., a sports media e-commerce company where he oversaw the development
of all commerce operations and served as the organization's interim Chief
Financial Officer. Previously, Mr. Broderick served as Chief Financial Officer
and Senior Vice President of North American Operations for Programmer's
Paradise, a publicly held (NASDAQ: PROG) international software
marketer.  Mr. Broderick received his B.S. in accounting from
Villanova University.  We believe Mr. Broderick’s qualifications to
serve on our Board of Directors include his intimate knowledge of our operations
as a result of day to day leadership as our Chief Executive
Officer.
 
 Antony
Castagno
 Director
since March 2010.
 
 Mr.
Castagno is currently the Chief Technology Officer of the Company and is also a
director.  Mr. Castagno brings over 20 years of leadership and
technology experience to Cicero and is responsible for the technology vision and
execution for Cicero’s Customer Experience software. Prior to joining Cicero in
January 2010, Mr. Castagno was the Chief Executive Officer of SOAdesk LLC, which
pioneered the Intelligent Agent Desktop and Customer Interaction Management
space. From 2005 to 2007, Mr. Castagno was the co-founder and Chief Technology
Officer for OpenSpan, where he led the development of client side integration.
Mr. Castagno graduated from the United States Military Academy at West Point in
1989 with a BS in Computer Science. Over the course of Mr. Castagno’s career, he
has held leadership and technology positions with Deloitte, Verifone, ADP,
Personic and was the founder of Vertical Thought an Atlanta-based technology
incubator.  We believe Mr. Castagno’s qualifications to serve on our
Board of Directors include his experience as Chief Executive Officer of SOADesk,
LLC.
 
 23
 
 Anthony
C. Pizi
 Director
since August 2000.
 
 Mr. Pizi
is presently the CIO of the Asset Management Platform Services Group of Deutsche
Bank AG. Mr. Pizi was the Company’s Chief Information Officer until August 2007
and served as Chief Executive Officer and Chief Technology Officer from February
2001 to July 2005. Mr. Pizi also served as Chairman of the Board of Directors
from December 1, 2000 until March 7, 2005 and from June 1, 2005 until July 22,
2005. Mr. Pizi has been a director since August 2000. Until December 2000, he
was First Vice President and Chief Technology Officer of Merrill Lynch’s Private
Client Technology Architecture and Service Quality Group.  Mr. Pizi’s
16 years with Merrill Lynch included assignments in Corporate MIS, Investment
Banking and Private Client. Mr. Pizi earned his B.S. in Engineering from West
Virginia University.  We believe Mr. Pizi’s qualifications to serve on
our Board of Directors include his experience in various senior executive roles
at Cicero Inc.
  Mark
Landis
 Director
since July 2005.
 
 Mr. Mark
Landis is the Senior Managing Member of the Security Growth Fund, a newly
established private equity firm focused on the electronic security industry.
Prior to joining the Security Growth Fund and since 2003, Mr. Landis was the
Executive in Residence of The Jordan Company, a private equity firm based in New
York. Mr. Landis retired from being President of the North American Security
Division of Siemens Building Technologies, Inc. in July of 2003, having joined
that company in 1988.  Mr. Landis earned his B.A. from Cornell
University and his Juris Doctorate from the University of
Pennsylvania.  Mr. Landis received his CPCU - Chartered Property and
Casualty Underwriter from the American Institute for Property and Liability
Underwriters.  We believe Mr. Landis’ qualifications to serve on our
Board of Directors include his experience in leading enterprises and his
experience as a senior executive.
 
 Bruce
W. Hasenyager
 Director
since October 2002.
 
 Mr.
Hasenyager has been a director of the Company since October
2002.  Since November 2004, Mr. Hasenyager has served as Principal of
Bergen & Webster Executive Communications.  Prior to that, he
served as Director of Business and Technology Development at the Hart eCenter at
Southern Methodist University (SMU) and Chief Operating Officer of the Guildhall
at SMU. From April 1996 to April 2002, Mr. Hasenyager was a founder and served
as Senior Vice President of Technology and Operations and Chief Technology
Officer at MobilStar Network Corporation. Prior to April 1996, Mr. Hasenyager
held executive and senior management positions in information technology at
Chemical Bank, Merrill Lynch, Kidder Peabody, and Citibank.  We
believe Mr. Hasenyager’s qualifications to serve on our Board of Directors
include his many years experience in the industry.
 
 Jay
R. Kingley
 Director
since November 2002.
 
 Mr.
Kingley has been a director of the Company since November 2002.  Mr.
Kingley is currently the Chief Executive Officer of Kingley Institute LLC, a
medical wellness company. Prior to that, Mr. Kingley has served as CEO of Warren
Partners, LLC, a software development and consultancy company. Mr. Kingley was
Managing Director of a business development function of Zurich Financial
Services Group from 1999-2001.  Prior to joining Zurich Financial
Services Group, Mr. Kingley was Vice President of Diamond Technology Partners,
Inc., a management-consulting firm.  We believe Mr. Kingley’s
qualifications to serve on our Board of Directors include his experience as
Chief Executive Officer of  a software development and consultancy
company.
 
 Charles
B. Porciello
 Director
since June 2005.
 
 Mr.
Porciello has been a director since June 6, 2005.  Since 2003, Mr.
Porciello has been the Chief Executive Officer of Pilar Services, Inc. From 2001
until 2003, he served as Chief Operating Officer of Enterprise Integration
Corporation, a minority-owned IT services company.  Prior to that Mr.
Porciello worked for various IT companies, developing and facilitating in their
growth.   Mr. Porciello retired from the U.S. Air Force in 1982
after serving his country for twenty five years. Mr. Porciello graduated from
the U.S. Military Academy with a B.S. in Engineering and received his Masters
Degree in Management from the University of Nebraska.  We believe Mr.
Porciello’s qualifications to serve on our Board of Directors include his
experience as Chief Operating Officer of an IT service company and his many
years of experience in the industry.
 
 24
 
 Bruce
D. Miller
 Director
since July 2005.
 
 Mr. Bruce
D. Miller has been a General Partner of Delphi Partners, Ltd. a privately-owned
investment partnership since 1989.  He is the treasurer and a director
of American Season Corporation.  Mr. Miller is a board member of Cape
Air/Nantucket Airlines, Inc.  Mr. Miller is a trustee of the Egan
Maritime Foundation and is involved in other non-profit
activities.  Mr. Miller received his B.S. in Finance from Lehigh
University and subsequently earned an M.B.A. from Lehigh.  We believe
Mr. Miller’s qualifications to serve on our Board of Directors include his
experience as General Partner of a privately owned investment
partnership.
 
 John
W. Atherton
 Director
since May 2006.
 
 Mr.
Atherton has been a director since May 12, 2006. Since 2005, Mr. Atherton has
been the Vice President and Chief Financial Officer of CityFed Financial, a
publicly held financial holding company, based in Nantucket, Massachusetts. He
served as Chairman of CityFed Financial from 1991 until 2005. Mr. Atherton
received his B.A. degree from Wesleyan University (Middletown, Connecticut) and
an M.B.A. with Distinction from Babson College (Wellesley,
Massachusetts).  We believe Mr. Atherton’s qualifications to serve on
our Board of Directors include his experience as Chief Financial Officer and
Chairman of a financial holding company.
 
 Don
Peppers
 Director
since June 2007.
 
 Mr.
Peppers has been a director since June 20, 2007.  Mr. Peppers formed
Marketing 1:1, Inc. in January 1992 which became Peppers & Rogers Group, a
customer-centered management consulting firm with offices located in the United
States, Europe, Latin America and South Africa.  From October 1990 to
January 1992, Mr. Peppers was the Chief Executive Officer of Perkins/Butler
Direct Marketing, a top-20 U.S.-direct-marketing agency.  Prior to
marketing and advertising, he worked as an economist in the oil business and as
the director of accounting for a regional airline. Mr. Peppers holds a
Bachelor's Degree in astronautical engineering from the U.S. Air Force Academy,
and a Master's Degree in public affairs from Princeton University's Woodrow
Wilson School.  We believe Mr. Pepper’s qualifications to serve on our
Board of Directors include his experience his years of experience providing
strategic advisory services to organizations.
 
 Mr. Mark
Landis is the father in law of Mr. Anthony Pizi.  There are no other
family relationships between or among the above directors or executive
officers.
 
 Audit
Committee
 
 The Audit
Committee is composed of Mr. Bruce Miller, Mr. Bruce Hasenyager and Mr. John W.
Atherton. The responsibilities of the Audit Committee include the appointment
of, retention, replacement, compensation and overseeing the work of the
Company’s independent accountants and tax professionals. The Audit Committee
reviews with the independent accountants the results of the audit engagement,
approves professional services provided by the accountants including the scope
of non-audit services, if any, and reviews the adequacy of our internal
accounting controls. The Audit Committee met formally four times during our
fiscal year ended December 31, 2009. Each member attended every meeting while
they were appointed to the Audit Committee. The Board of Directors has
determined that the members of the Audit Committee are independent as defined in
Rule 4350(d) of the National Association of Securities Dealers’ listing
standards. Mr. John W. Atherton was designated the “audit committee financial
expert” as defined in Item 407(d)(5) of Regulation S due to his experience as a
Chief Financial Officer of a public company.
 
 Code
of Ethics and Conduct
 
 Our Board
of Directors has adopted a code of ethics and a code of conduct that applies to
all of our directors, Chief Executive Officer, Chief Financial Officer, and
employees.  We will provide copies of our code of conduct and code of
ethics without charge upon request. To obtain a copy of the code of ethics or
code of conduct, please send your written request to Cicero Inc., Suite 542,
8000 Regency Pkwy, Cary, North Carolina 27518, Attn: Corporate
Secretary.  The code of ethics is also available on the Company’s
website at www.ciceroinc.com.
 25
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s
officers, directors and persons who own more than ten percent of the Company’s
Common Stock (collectively, “Reporting Persons”) to file reports of ownership
and changes in ownership with the SEC and Nasdaq.  Reporting Persons
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) reports they file. Based solely on its review of the copies of
such reports received by it and written representations all Section 16(a)
reports were filed in a timely manner.
 
 ITEM
11.   EXECUTIVE COMPENSATION.
 Compensation Committee Membership and
Organization
 
 The
Compensation Committee of the Board of Directors has responsibility for
establishing, implementing and monitoring adherence with the Company’s
compensation philosophy. Its duties include:
 
 ·
              Setting
      the total compensation of our Chief Executive Officer and evaluating his
      performance based on corporate goals and
  objectives;
  ·
              Reviewing
      and approving the Chief Executives Officer’s decisions relevant to the
      total compensation of the Company’s other executive
    officer;
  ·
              Making
      recommendations to the Board of Directors with respect to equity-based
      plans in order to allow us to attract and retain qualified personnel;
      and
  ·
              Reviewing
      director compensation levels and practices, and recommending, from time to
      time, changes in such compensation levels and practices of the Board of
      Directors.
  The
members of the Compensation Committee are Messrs. Kingley and Porciello. None of
the current members of the Compensation Committee has served as an executive
officer of the Company, and no executive officer of the Company has served as a
member of the Compensation Committee of any other entity of which Messrs.
Kingley and Porciello have served as executive officers. Mr. Porciello is the
Chief Executive Officer of Pilar Services Inc., a reseller
partner.  We recognized no revenue with Pilar Services Inc. during
2009 and 2008.  There were no interlocking relationships between us
and other entities that might affect the determination of the compensation of
the directors and executive officers of the Company. The Compensation Committee
meets on an as necessary basis during the year.
 
 General
Compensation Philosophy
 
 As a
technology company, we operate in an extremely competitive and rapidly changing
industry. We believe that the skill, talent, judgment and dedication of our
executive officers are critical factors affecting the long term value of our
company. The Compensation Committee’s philosophy and objectives in setting
compensation policies for executive officers are to align pay with performance,
while at the same time providing fair, reasonable and competitive compensation
that will allow us to retain and attract superior executive talent. The
Compensation Committee strongly believes that executive compensation should
align executives’ interests with those of shareholders by rewarding achievement
of specific annual, long-term and strategic goals by the Company, with an
ultimate objective of providing long-term stockholder value. The specific goals
that our current executive compensation program rewards are focused primarily on
revenue growth and profitability. To that end, the Compensation Committee
believes executive compensation packages provided by the Company to its
executive officers should include a mix of both cash and equity based
compensation that reward performance as measured against established goals. As a
result, the principal elements of our executive compensation are base salary,
non-equity incentive plan compensation, long-term equity incentives generally in
the form of stock options and/or restricted stock and post-termination severance
and acceleration of stock option vesting upon termination and/or a change in
control.
 
 Our goal
is to maintain an executive compensation program that will fairly compensate our
executives, attract and retain qualified executives who are able to contribute
to our long-term success, induce performance consistent with clearly defined
corporate goals and align our executives long-term interests with those of our
shareholders. The decision on the total compensation for our executive officers
is based primarily on an assessment of each individual’s performance and the
potential to enhance long-term stockholder value. Often, judgment is utilized in
lieu of total reliance upon rigid guidelines or formulas in determining the
amount and mix of compensation for each executive officer. Factors affecting
such judgment include performance compared to strategic goals established for
the individual and the Company at the beginning of the year, the nature and
scope of the executive’s responsibilities and effectiveness in leading
initiatives to achieve corporate goals.
 
 26
 
 Role
of Chief Executive Officer in Compensation Decisions
  The
Compensation Committee of our Board of Directors determines the base salary (and
any bonus and equity-based compensation) for each executive officer annually.
John Broderick, our Chief Executive Officer, confers with members of the
Compensation Committee, and makes recommendations, regarding the compensation of
all executive officers other than himself. He does not participate in the
Compensation Committee's deliberations regarding his own compensation. In
determining the compensation of our executive officers, the Compensation
Committee does not engage in any benchmarking of total compensation or any
material element of compensation.
 
 Components
of Executive Compensation
 
 The
compensation program for our Named Executive Officers consists of:
 
 ·
              Base
      salary;
 ·
              Non-equity
      incentive plan compensation;
 ·
              Long-term
      incentive compensation; and
 ·
              Other
      benefits
 
 Base
Salary
 
 The
Company provides our executive officers and other employees with base salary to
compensate them for services rendered during the fiscal year. The Compensation
Committee considered the scope and accountability associated with each executive
officer’s position and such factors as the performance and experience of each
executive officer, individual leadership and level of responsibility when
approving the base salary levels for fiscal year 2010.
 
 Non-Equity
Incentive Plan Compensation
 
 Non-equity
incentive plan compensation for our executive officers is designed to reward
performance against key corporate goals and for certain of our executives for
performance against individual business development goals. Our chief executive
officer’s incentive targets are designed to motivate management to exceed
specific goals related to profitability objectives. We believe that these
metrics closely correlate to stockholder value. We believe that these metrics
also correlate to stockholder value and individual performance. No executive
achieved a non-equity incentive bonus in fiscal 2009.  Our Chief
Executive Officer achieved a non-equity bonus of $25,000 in fiscal
2008.
 
 Our Chief
Executive Officer, Mr. Broderick, is eligible for non-equity incentive plan
compensation with a target bonus of $75,000 for achieving targeted pretax income
for fiscal 2010.
 
 Our Chief
Technology Officer, Mr. Castagno, is eligible for non-equity incentive plan
compensation with a target bonus of $75,000 for achieving targeted pretax income
for fiscal 2010.
  Long-Term
Equity Incentive Awards
 
 The
Company presently has one equity-based compensation plan, entitled Cicero Inc.
2007 Employee Stock Option Plan. The Plan provides for the grant of incentive
and non-qualified stock options to employees, and the grant of non-qualified
options to consultants and to directors and advisory board members. In addition,
various other types of stock-based awards, such a stock appreciation rights, may
be granted under the Plan. The Plan is administered by the Compensation
Committee of our Board of Directors, which determines the individuals eligible
to receive options or other awards under the Plan, the terms and conditions of
those awards, the applicable vesting schedule, the option price and term for any
granted options, and all other terms and conditions governing the option grants
and other awards made under the Plan. Under the 2007 Plan, 4,500,000 shares of
our common stock were reserved for issuance pursuant to options or restricted
stock awards; at December 31, 2009, 1,818,774 shares were available for future
option grants and awards. The Company’s previous equity-based compensation plan,
entitled Level 8 Systems 1997 Employee Stock Option Plan, expired during fiscal
2007. There are 24,580 options outstanding under that plan.
 
 27
 
 To date,
awards have been mainly in the form of non-qualified stock options granted under
the Plans. The Compensation Committee grant these stock-based incentive awards
from time to time for the purpose of attracting and retaining key executives,
motivating them to attain the Company's long-range financial objectives, and
closely aligning their financial interests with long-term stockholder interests
and share value.
  Grants to
other employees are typically made upon initial employment and then periodically
as the Compensation Committee so determines. The Compensation Committee has
empowered our Chief Executive Officer to issue grants of up to 75,000 options to
new employees at the fair market value of the stock on the date of employment.
Any proposed option grants in excess of that amount require Compensation
Committee approval. Our stock options typically vest over two years with one
third being immediately vested upon the date of grant and one third vesting on
each of the next two anniversaries of the date of grant.  During
fiscal 2009, the Company granted options to purchase 475,000 shares to
employees.
 
 We
account for equity compensation paid to all of our employees under the rules of
Financial Accounting Standards Board guidance now codified as ASC 718
“Compensation – Stock Compensation”, which requires us to estimate and record
compensation expense over the service period of the award. All equity awards to
our employees, including executive officers, and to our directors have been
granted and reflected in our consolidated financial statements, based upon the
applicable accounting guidance, at fair market value on the date of grant.
Generally, the granting of a non-qualified stock option to our executive
officers is not a taxable event to those employees, provided, however, that the
exercise of such stock would result in taxable income to the optionee equal to
the difference between the fair market value of the stock on the exercise date
and the exercise price paid for such stock. Similarly, a restricted stock award
subject to a vesting requirement is also not taxable to our executive officers
unless such individual makes an election under section 83(b) of the Internal
Revenue Code of 1986, as amended. In the absence of a section 83(b) election,
the value of the restricted stock award becomes taxable to the recipient as the
restriction lapses.
 
 Other
Benefits
  Our
executive officers participate in benefit programs that are substantially the
same as all other eligible employees of the Company.
 
 The
following summary compensation table sets forth the compensation earned by all
persons serving as the Company’s executive officers during fiscal year 2008 and
2009.
 
 Summary
Compensation Table
  Name
      and
                Principal
                Position
              
              Fiscal
                Year
              
              
              Salary
              
              
              Stock Awards
              
              
              Option
      Awards
              
              
              Non-
      Equity
                Incentive
                Plan Compensation
                (1)
              
              
              All
      Other
                Compensation
                (2)
              
              
              TotalJohn
      P. Broderick
                Chief
      Executive Officer Chief /Financial Officer, Corporate
      Secretary
              
              2009
              
              
              $
              175,000
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              $
              10,139
              
              
              $
              185,1392008
              
              
              $
              175,000
              
              
              
              --
              
              
              
              --
              
              
              $
              25,000
              
              
              $
              6,780
              
              
              $
              206,780
   (1)
              Non-equity
      incentive plan compensation includes a bonus for certain revenue
      transactions for named executive earned during fiscal year ended December
      31, 2008.  The revenue transaction was the acceptance of the
      first contract greater then
$300,000.
 (2)
              Other
      compensation includes the Company’s portion of major medical insurance
      premiums and long term disability premiums for named executives during
      fiscal year ended December 31, 2009 and 2008,
  respectively.
 28
 Grants
of Plan Based Awards
  The
Company did not award any stock options to the named executive during fiscal
2009 and 2008.  The Company did not award any stock appreciation
rights (“SARs”) during fiscal 2009 and 2008.
 
 The
following table presents the number and values of exercisable options as of
December 31, 2009 by the named executive.
 
 Outstanding
Equity Awards at December 31, 2009
  Option
      Awards
              
              Stock
      AwardsName
              
              Number of Securities
      Underlying Unexercised Options # Exercisable (Vested)
              
              
              Number of Securities
      Underlying Unexercised Unearned Options# Unexercisable (Unvested)
              
              
              Option
      Exercise price ($)
              
              Option
      Expiration date
              
              Number
      of Shares of Stock That Have Not Vested
              
              Market
      Value of Shares of Stock That Have Not VestedJohn
      P. Broderick
              
              
              500
              (1)
              
              
              --
              
              
              $
              404.00
              
              05/17/2011250
              (2)
              
              
              --
              
              
              $
              175.00
              
              09/25/2011909
              (3)
              
              
              --
              
              
              $
              174.00
              
              12/03/20111,000
              (4)
              
              
              --
              
              
              $
              39.00
              
              07/08/20124,950
              (5)
              
              
              --
              
              
              $
              26.00
              
              04/24/20135,000
              (6)
              
              
              --
              
              
              $
              31.00
              
              02/18/2014549,360
              (7)
              
              
              --
              
              
              $
              0.51
              
              08/17/2017549,630
      (8)
              
              $  60,459
    These
options were granted on May 17, 2001. This stock option vested and became
exercisable in four equal installments with the first installment vesting on May
17, 2002.
  These
options were granted on September 25, 2001. This stock option vested and became
exercisable in four equal annual installments with the first installment vesting
on September 25, 2002.
   These
options were granted on December 3, 2001. This stock option vested and became
exercisable in three equal annual installments with the first installment
vesting on December 3, 2001.
  These
options were granted on July 8, 2002.  This stock option vested and
became exercisable in three equal annual installments with the first installment
vesting on July 8, 2002.
   These
options were granted on April 24, 2003. This stock option vested and became
exercisable in three equal annual installments with the first installment
vesting on April 24, 2003.
    These
options were granted on February 18, 2004. This stock option vested and became
exercisable in three equal annual installments with the first installment
vesting on February 18, 2004.
  These
options were granted on August 17, 2007. This stock option vests in three equal
installments with the first installment vesting on August 17, 2007.
  These are
restricted stock granted on August 17, 2007.  The shares will vest to
him upon his resignation or termination or a change of control.
    Options
Exercised and Stock Vested
 
 The named
executive did not exercise any options during the year ended December 31, 2009.
All of Mr. Broderick’s outstanding options are fully vested.
 29
 Employment
Agreements, Termination of Employment and Change-In-Control
Arrangements
 
 Under the
employment agreement between the Company and Mr. Broderick effective January 1,
2010, we agreed to pay Mr. Broderick an annual base salary of $175,000 and
performance bonuses in cash of up to $275,000 per annum based upon exceeding
certain revenue goals and operating metrics, as determined by the Compensation
Committee, in its discretion.  Upon termination of Mr. Broderick’s
employment by the Company without cause, we agreed to pay Mr. Broderick a lump
sum payment of one year of Mr. Broderick’s then current base salary within 30
days of termination and any unpaid deferred salaries and bonuses. In the event
there occurs a substantial change in Mr. Broderick’s job duties, there is a
decrease in or failure to provide the compensation or vested benefits under the
employment agreement or there is a change in control of the Company, we agreed
to pay Mr. Broderick a lump sum payment of one year of Mr. Broderick’s then
current base salary within thirty (30) days of termination. Mr. Broderick will
have thirty (30) days from the date written notice is given about either a
change in his duties or the announcement and closing of a transaction resulting
in a change in control of the Company to resign and execute his rights under
this agreement. If Mr. Broderick’s employment is terminated for any reason, Mr.
Broderick has agreed that, for two (2) year after such termination, he will not
directly or indirectly solicit or divert business from us or assist any business
in attempting to do so or solicit or hire any person who was our employee during
the term of his employment agreement or assist any business in attempting to do
so.
 
 Under the
employment agreement between the Company and Mr. Castagno effective January 1,
2010, we agreed to pay Mr. Castagno an annual base salary of $150,000 and
performance bonuses in cash of up to $250,000 per annum based upon exceeding
certain revenue goals and operating metrics, as determined by the Compensation
Committee, in its discretion.  Upon termination of Mr. Castagno’s
employment by the Company without cause, we agreed to pay Mr. Castagno an amount
equivalent to six (6) months of Mr. Castagno’s then current base salary within
in equal semi-monthly installments over the six (6) month period following the
termination. If Mr. Castagno’s employment is terminated for any reason, Mr.
Castagno has agreed that, for two (2) year after such termination, he will not
directly or indirectly solicit or divert business from us or assist any business
in attempting to do so or solicit or hire any person who was our employee during
the term of his employment agreement or assist any business in attempting to do
so.
  Estimated
Payments and Benefits Upon Termination
 
 The
amount of compensation and benefits payable to named executive has been
estimated in the table below. Since all options held by the executive are
out-of-the-money, we have not estimated any value for option acceleration.
Deferred compensation reflects amounts voluntarily deferred from salaries during
fiscal 2004 and 2005 plus accrued but unpaid bonuses from 2003.
 
 Base
      Salary
              
              
              Restricted
      Shares Award
              
              
              Deferred
      Compensation
              
              
              Total
      Compensation and BenefitsJohn
      P. BroderickDeath
              
              $
              --
              
              
              $
              60,459
              
              
              $
              175,000
              
              
              $
              235,459Disability
              
              
              --
              
              
              
              60,459
              
              
              
              175,000
              
              
              
              235,459Involuntary
      termination     without cause
              
              
              175,000
              
              
              
              60,459
              
              
              
              175,000
              
              
              
              410,459Change
      in Control
              
              
              175,000
              
              
              
              60,459
              
              
              
              175,000
              
              
              
              410,459Antony
      CastagnoInvoluntary
      termination     without cause
              
              
              75,000
              
              
              
              --
              
              
              
              --
              
              
              
              75,000
  The
amounts shown in the table above do not include payments and benefits to the
extent they are provided on a non-discriminatory basis to salaried employees
generally upon termination, such as unreimbursed business expenses
payable.
 
  30
 Director
Compensation
 
 In 2007,
the Board of Directors approved the 2007 Cicero Employee Stock Option Plan which
permits the issuance of incentive and nonqualified stock options, stock
appreciation rights, performance shares, and restricted and unrestricted stock
to employees, officers, directors, consultants, and advisors. The aggregate
number of shares of common stock which may be issued under this Plan shall not
exceed 4,500,000 shares upon the exercise of awards and provide that the term of
each award be determined by the Board of Directors.In August 2007, outside
directors were each granted an option to purchase 5,000 shares of common stock
at a price equal to the fair market value on the date of grant. The value of
these awards was $2,609.  These options vested on the one year
anniversary of the date of grant provided that the director is still a member of
the Board of Directors. In addition, each outside director who serves on either
the Audit Committee, the Compensation Committee or as the Chairman of the Board,
were each granted an additional option to purchase 3,000 shares of common stock
at a price equal to the fair value on the date of grant. The value of these
awards was $1,565.  These options also vested on the one year
anniversary of the date of grant and carry the same service
requirements.
 
 In May
1999, stockholders of the Company approved the Outside Director Stock Incentive
Plan of the Company. Under this plan, the outside directors may be granted an
option to purchase 120 shares of common stock at a price equal to the fair
market value of the common stock as of the grant date. In January 2002, the
Board of Directors approved an amendment to the Outside Director Stock Incentive
Plan to provide an increase in the number of options to be granted to outside
directors to 240.  These options vest over a three-year period in
equal increments upon the eligible director’s election to the Board, with the
initial increment vesting on the date of grant.  The Outside Director
Stock Incentive Plan also permits eligible directors to receive partial payment
of director fees in common stock in lieu of cash, subject to approval by the
Board of Directors. In addition, the plan permits the Board of Directors to
grant discretionary awards to eligible directors under the plan.  None
of the Company’s directors received additional monetary compensation for serving
on the Board of Directors of the Company in 2009.
 
 In
October 2002, the Board of Directors approved an amendment to the stock
incentive plan for all non-management directors. Under the amendment, each
non-management director will receive 1,000 options to purchase common stock of
the Company at the fair market value of the common stock on the date of grant.
These shares will vest in three equal increments with the initial increment
vesting on the date of grant. The option grant contains an acceleration of
vesting provision should the Company incur a change in control. A change in
control is defined as a merger or consolidation of the Company with or into
another unaffiliated entity, or the merger of an unaffiliated entity into the
Company or another subsidiary thereof with the effect that immediately after
such transaction the stockholders of the Company immediately prior to the
transaction hold less than fifty percent (50%) of the total voting power of all
securities generally entitled to vote in the election of directors, managers or
trustees of the entity surviving such merger or consolidation.  Under
the amendment, there will be no additional compensation awarded for committee
participation.  The shares allocated to the Board of Directors were
issued out of the Level 8 Systems, Inc. 1997 Employee Stock Plan.
 
 No
compensation was paid, accrued or expensed during Fiscal 2009 by us to each of
our non-employee directors who served during Fiscal 2009.
  ITEM
12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
 The following table sets forth information as of February 28, 2010 with respect
to beneficial ownership of shares by (i) each person known to the Company
to be the beneficial owner of more than 5% of the outstanding common stock,
(ii) each of the Company’s directors, (iii) the executive officers of
the Company named in the Summary Compensation Table (the “Named Executives”) and
(iv) all current directors and executive officers of the Company as a
group. Unless otherwise indicated, the address for each person listed is c/o
Cicero Inc., 8000 Regency Parkway, Suite 542, Cary, North Carolina
27518.
 
 The named
person has furnished stock ownership information to the Company. Beneficial
ownership as reported in this section was determined in accordance with
Securities and Exchange Commission regulations and includes shares as to which a
person possesses sole or shared voting and/or investment power and shares that
may be acquired on or before April 29, 2010 upon the exercise of stock options
as well as exercise of warrants. The chart is based on 47,098,185 common shares
outstanding as of February 28, 2010.   Except as otherwise stated
in the footnotes below, the named persons have sole voting and investment power
with regard to the shares shown as beneficially owned by such
persons.
  31
  
 
 Common
      StockName
      of Beneficial Owner
              
              No.
      of Shares
              
              
              Percent
      of ClassJohn
      L. Steffens (1)
              
              
              13,635,756
              (2)
              
              
              24.5
              %Jonathan
      Gallen (3)
              
              
              11,094,139
              (4)
              
              
              23.3
              %Mark
      and Carolyn P. Landis (5)
              
              
              5,109,863
              (6)
              
              
              10.5
              %SOAdesk
      LLC
              
              
              4,666,667
              (7)
              
              
              9.0
              %Anthony
      C. Pizi
              
              
              1,402,634
              (8)
              
              
              3.0
              %Bruce
      Miller
              
              
              2,274,364
              (9)
              
              
              4.8
              %John
      P. Broderick
              
              
              1,114,577
              (10)
              
              
              2.3
              %John
      W.  Atherton
              
              
              156,784
              (11)
              
              
              *Bruce
      W. Hasenyager
              
              
              41,652
              (12)
              
              
              *Don
      Peppers
              
              
              357,327
              (13)
              
              
              *Charles
      Porciello
              
              
              88,286
              (14)
              
              
              *Jay
      R. Kingley
              
              
              10,000
              (15)
              
              
              *Antony
      Castagno
              
              
              --
              
              
              
              *All
      current directors and executive officers as a group (11
      persons)
              
              
              24,191,243
              (16)
              
              
              41.5
              %
 
 *
              Represents
      less than one percent of the outstanding
shares.
 
 1
              The
      address of John L. Steffens is 65 East 55th
      Street, New York, N.Y. 10022.
 
 2.
              Includes 5,160,307
      shares of common stock, 14,832 shares of the Series A-1 Convertible
      Preferred Stock, 6,400,000 shares of the Series B Convertible Preferred
      Stock, and 2,052,617 shares issuable upon the exercise of warrants and
      8,000 shares subject to stock options exercisable within sixty (60) days.
      The exercise prices of the warrants are as follows: 14,332 at $10.00 per
      share, 188,285 at $0.18 per share, 250,000 at $0.20 per share and
      1,600,000 at $0.25.  The exercise price of the stock options is
      $0.51 per share.
 
 3.
              The
      address of Mr. Gallen is 299 Park Avenue New York, New York
      10171.
 
 4.
              Ahab
      Partner, L.P. (“Partners”), Ahab International, Ltd. (“International”),
      Queequeg Partners, L.P. (“Queequeg”) and Queequeg, Ltd. (“Limited,” and
      collectively with Partners, International, and Queequeg, , the “Funds”)
      held in aggregate 8,896,136 shares of common stock, 1,667,000 shares of
      the Series B Convertible Preferred Stock and warrants to acquire 431,003
      shares of common stock. The exercise prices of the warrants are 14,336 at
      $10.00 and 416,667 at $0.25.  Jonathan Gallen possesses the sole
      power to vote and the sole power to direct the disposition of all
      securities of the Company held by the Funds.  In addition,
      Jonathan Gallen held the power to direct the disposition of 100,000 shares
      of common stock held in private investment
      account.  Accordingly, for the purposes of Rule 13d-3 under the
      Securities Exchange Act of 1934, as amended, Mr. Gallen may be deemed to
      beneficially own 11,094,139 shares of common stock of the
      Company.
 
 5.
              The
      address of Mark and Carolyn P. Landis is 503 Lake Drive, Princeton, New
      Jersey 08540.
 
 6.
              Includes
      3,748,155 shares of common stock, 1,326,136 shares of the Series A-1
      Convertible Preferred Stock, 30,572 shares of common stock issuable upon
      the exercise of warrants and 5,000 shares subject to stock options
      exercisable within sixty (60) days. The exercise prices of the warrants
      and stock options are at $10.00 and $0.51 per share
      respectively.  Disclaims beneficial ownership of 35,572 shares
      because they are anti-dilutive.
 
 7.
              Includes
      4,666,667 shares of the Series B Convertible Preferred
    Stock.
   8.
              Includes
      1,274,951 shares of common stock, 111,016 shares of the Series A-1
      Convertible Preferred Stock, 11,667 shares of common stock issuable upon
      the exercise of warrants and 5,000 shares subject to stock options
      exercisable within sixty (60) days.  The exercise prices of
      warrants and stock options are $10.00 and $0.51 per share of common stock,
      respectively.
 9.
              Consists
      of 1,740,388 shares of common stock, 13,195 shares of common stock
      issuable upon the exercise of warrants and 8,000 shares subject to stock
      options exercisable within sixty (60) days.  The exercise prices
      of the warrants and stock options are $10.00 and $0.51 per share of common
      stock, respectively.  Mr. Miller has sole or shared voting or
      dispositive power with respect to the securities held by Delphi Partners,
      Ltd., which holds 509,267 shares of common stock and 3,514 shares of
      common stock issuable upon the exercise of warrants with an exercise price
      at $10.00 per share.
   32
  10.
              Includes
      3,248 shares of common stock.  561,969 shares subject to stock
      options exercisable within sixty (60) days and 549,360 shares of
      restricted stock that is awarded upon resignation or termination and
      change of control.  The exercise prices of stock options range
      from $0.51 to $404 per share of common
stock.
 
 11.
              Includes
      148,784 shares of common stock, and 100 shares of common stock held in a
      self-directed IRA and 8,000 shares subject to stock options exercisable
      within sixty (60) days.  The exercise price of stock options is
      $0.51 per share of common stock.
 
 12.
              Consists
      of 32,652 shares of common stock and 9,000 shares subject to stock options
      exercisable within sixty (60) days.  The exercise prices of
      stock options are as follows: 1,000 at $35.00 per share and 8,000 at $0.51
      per share of common stock.  Disclaims beneficial ownership of
      1,000 shares of common stock because they are
    anti-dilutive.
  13.
              Includes
      352,327 shares of common stock and 5,000 shares subject to stock options
      exercisable within sixty (60) days. The exercise price of stock options is
      $0.51 per share of common stock.
 
 14.
              Consists
      of 80,286 shares of common stock and 8,000 shares subject to stock options
      exercisable within sixty (60) days. The exercise price of stock options is
      $0.51 per share of common stock.
  15.
              Consists
      of 1,000 shares of common stock and 9,000 shares subject to stock options
      exercisable within sixty (60) days. The exercise prices of stock options
      are as follows: 1,000 at $34.00 per share and 8,000 at $0.51 per share of
      common stock.
  16.
              Includes
      shares issuable upon exercise of options and warrants exercisable within
      sixty (60) days as described in Notes 7-14 to our financial
      statements.
 ITEM
13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
 Loans
from Related Parties
 
 In
December 2009, the Company entered into a short term notepayable with John L.
(Launny) Steffens, the Chairman of the Board of Directors, for various working
capital needs. The Note bears interest at 12% per year and is unsecured. At
December 31, 2009, the Company was indebted to Mr. Steffens in the amount of
$100,000.
 
 33
 
 In
October 2009, the Company entered into two short term notepayable with John L.
(Launny) Steffens, the Chairman of the Board of Directors, for various working
capital needs. The Notes bear interest at 12% per year and are unsecured. At
December 31, 2009, the Company was indebted to Mr. Steffens in the amount of
$75,000.
 
 In
September 2009, the Company entered into a short term notepayable with John L.
(Launny) Steffens, the Chairman of the Board of Directors, for various working
capital needs. The Note bears interest at 10% per year and is unsecured. At
December 31, 2009, the Company was indebted to Mr. Steffens in the amount of
$150,000.
 
 In June
2008, the Company entered into a short term note payable with John L. (Launny)
Steffens, the Chairman of the Board of Directors, for various working capital
needs. The Note bears interest at 10% per year and is unsecured. The Company
made a principal payment of $55,000 during fiscal 2008.  At December
31, 2009, the Company was indebted to Mr. Steffens in the amount of
$45,000.
 In October 2007, the
Company entered into a long-term promissory note with John L. (Launny) Steffens,
the Chairman on the Board of Directors, as part of the restructuring of the Note
payable to Bank Hapoalim.  The Note bears interest of 3% and matures
in October 2009. The Company also granted Mr. Steffens in October
2002 188,285 warrants to purchase common stock at $0.18 each. The Company
used the Black Scholes method to value the warrants and recorded a stock
compensation charge and additional paid-in capital in the amount of $34,230. In
March 2009, the Company and Mr. Steffens agreed to extend the maturity on the
above note to October 31, 2010.  At December 31, 2009, the Company was
indebted to Mr. Steffens in the amount of $300,000.
 
 In
November 2007, the Company entered into a short term notepayable with John L.
(Launny) Steffens, the Chairman of the Board of Directors, for various working
capital needs. The Note bears interest at 6% per year and is unsecured. At
December 31, 2009, the Company was indebted to Mr. Steffens in the amount of
$40,000.
 
 All these
notes were converted into 4,733 shares of Series B Convertible Preferred Shares
at $150 per share in January 2010 as part of the Company’s issuance of Series B
Convertible Preferred Stock.. The Series B Convertible Preferred Stock bears an
annual interest of 8% and provides warrants to purchase common stock of the
Company at a strike price of $0.25 per share.  The Series B stock may
convert into common stock at a conversion rate of $0.15 per
share.  The total principal converted was $710,000.
 
 During
2005, the Company entered into short term notespayable with Anthony
Pizi, the Company’s former Chief Information Officer, for various working
capital needs. The Notes bear interest at 1% per month and are unsecured. At
December 31, 2009, the Company was indebted to Mr. Pizi in the amount of
$9,000.
 
 Borrowings
and Commitments from BluePhoenix Solutions
 
 BluePhoenix
Solutions guaranteed certain debt obligations of the Company. In October 2007,
the Company agreed to restructure the Note payable to Bank Hapoalim and guaranty
by BluePhoenix Solutions. Under a new agreement with BluePhoenix, the Company
made a principal reduction payment to Bank Hapoalim in the amount of $300,000.
Simultaneously, BluePhoenix paid $1,671,000 to Bank Hapoalim, thereby
discharging that indebtedness. The Company and BluePhoenix entered into a new
Note in the amount of $1,021,000, bearing interest at LIBOR plus 1.0% and
maturing on December 31, 2011. In addition, BluePhoenix acquired 2,546,149
shares of the Company’s common stock in exchange for $650,000 paid to Bank
Hapoalim to retire that indebtedness.  Of the new note payable to
BluePhoenix, approximately $350,000 is due on January 31, 2009 and the balance
is due on December 31, 2011.  In March 2008, the amended the terms if
its Notes Payable with BluePhoenix Solutions.  The Company and
BluePhoenix agreed to accelerate that principal originally due on January 31,
2009 to March and April 2008 in return for a conversion of $50,000 of debt into
195,848 shares of the Company’s common stock.  In March 2008, the
Company paid $200,000 plus accrued interest and subsequently paid $100,000 plus
accrued interest.
 
 Director
Independence
 
 Our board
of directors currently consists of eleven members.  They are John L.
Steffens, John P. Broderick, Antony Castagno, Mark Landis, Anthony C. Pizi,
Bruce Hasenyager, Jay Kingley, Bruce D. Miller, Charles Porciello, John W.
Atherton, and Don Peppers.  Mr. Steffens is the Company’s Chairman of
the Board and Mr. Broderick is the Chief Executive Officer and Chief Financial
Officer.  The Company’s stock is quoted on the Over The Counter
Bulletin Board, which does not have director independence requirements. Under
Item 407(a) of Regulation S-K, the Company has chosen to measure the
independence of its directors under the definition of independence used by the
American Stock Exchange, which can be found in the AMEX Company Guide,
§121(A)(2) (2007).  Under such definition, Messrs. Steffens, Landis,
Pizi, Hasenyager, Kingley, Miller, Porciello, Atherton and Peppers are
independent directors.
 
 ITEM
14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 Independent
Registered Public Accounting Firm
 Marcum
LLP audited our financial statements for the year ended December 31,
2009.  Margolis & Company P.C., whose practice was combined with
Marcum LLP as of September 1, 2009, audited our financial statements for the
years ended December 31, 2008 and 2007.
 34
 
 Audit
Fees
 
 Audit
fees include fees for the audit of the Company’s annual financial statements,
fees for the review of the Company’s interim financial statements, and fees for
services that are normally provided by the independent registered public
accounting firm in connection with statutory and regulatory filings or
engagements. The aggregate fees billed by Marcum LLP for professional services
rendered to our company for the audit of the Company's annual financial
statements for fiscal years 2009 and 2008 (and reviews of quarterly financial
statements on form 10-Q) were $65,000 and $44,000, respectively.
 
 Audit-Related
Fees
 
 Audit-related
fees include fees for assurance and related services that are reasonably related
to the performance of the audit or review of the Company’s financial statements.
There were no audit-related fees billed by Marcum LLP for fiscal years 2009 and
2008.
 
 Tax
Fees
 
 Tax fees
include fees for tax compliance, tax advice and tax planning. There were no fees
billed by Marcum LLP for these services in 2009 and 2008.
 
 Other
Fees
 
 All other
fees include fees for all services except those described above. There were no
other fees billed by Marcum LLP for fiscal year 2009.
  Determination
of Auditor Independence
 
 The Audit
Committee considered the provision of non-audit services by Marcum LLP and
determined that the provision of such services was consistent with maintaining
the independence of Marcum LLP.
 
 Audit
Committee’s Pre-Approval Policies
 
 The Audit
Committee has adopted a policy that all audit, audit-related, tax and any other
non-audit service to be performed by the Company’s independent registered public
accounting firm must be pre-approved by the Audit Committee. It is the Company’s
policy that all such services be pre-approved prior to commencement of the
engagement. The Audit Committee is also required to pre-approve the estimated
fees for such services, as well as any subsequent changes to the terms of the
engagement.
 35
 PART
IV
 
 ITEM 15.   EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES.
  (A)           Financial
Statements
  The
following financial statements of the Company and the related reports of
Independent Registered Public Accounting Firms thereon are set forth immediately
following the Index of Financial Statements which appears on page F-1 of this
report:
  Independent
Registered Public Accounting Firm Report
 
 Consolidated
Balance Sheets as of December 31, 2009 and 2008
  Consolidated
Statements of Operations for the years ended December 31, 2009, 2008 and
2007
 Consolidated
Statements of Stockholders' Deficit for the years ended December 31, 2009, 2008
and 2007
  Consolidated
Statements of Comprehensive Loss for the years ended December 31, 2009, 2008 and
2007
 
 Consolidated
Statements of Cash Flows for the years ended December 31, 2009, 2008 and
2007
  Notes to
Consolidated Financial Statements
  (B)  Financial
Statement Schedules
 All other
schedules for which provision is made in the applicable accounting regulations
of the Securities and Exchange Commission are not required under the related
instructions or are inapplicable and therefore have been omitted.
  (C)  Exhibits
 
 The
exhibits listed under the Exhibit Index are filed as part of this Annual Report
on Form 10-K.
 36
 Exhibit
Index
  Exhibit
                Number
              Description
   3.1
                Certificate
      of Incorporation of Level 8 Systems, Inc., a Delaware corporation, as
      amended and restated December 29, 2006 (incorporated by reference to
      exhibit 3.1 to Level 8’s Form 8-K filed January
      17, 2007).
  3.2
              Certificate
      of Designation relating to Series A1 Convertible Redeemable Preferred
      Stock (incorporated by reference to exhibit 3.2 to Level 8’s Form 8-K
      filed January 17, 2007).
 
 3.3
              Certificate
      of Incorporation of Level 8 Systems, Inc., a Delaware corporation, as
      amended August 4, 2003 (incorporated by reference to exhibit 3.1 to Level
      8’s Form 10-K filed March 31,
2004).
 
 3.4
              Bylaws
      of Level 8 Systems, Inc., a Delaware corporation (incorporated by
      reference to exhibit 3.2 to Level 8’s Form 10-K filed April 2,
      2002).
 
 3.5
              Certificate
      of Designation relating to Series B Convertible Redeemable Preferred Stock
      (incorporated by reference to exhibit 3.1 to Level 8’s Form 8-K filed
      January 20, 2010).
  3.1
              Form
      of Long term Promissory Note Stock Purchase Warrant (incorporated by
      reference to exhibit 4.19 to Cicero Inc.’s Form 10-K filed March 31,
      2008).
   4.2
              Form
      of Long term Promissory Note Stock Purchase Warrant (incorporated by
      reference to exhibit 4.17 to Cicero Inc.’s Form 10-K filed March 31,
      2009).
 
 4.3
              Form
      of Amended Long term Promissory Note Stock Purchase Warrant (filed
      herewith).
 
 10.1
              Securities
      Purchase Agreement for Consortium IV (incorporated by reference to exhibit
      10.1 to Cicero Inc.’s Form 10-K/A filed July 11,
  2007).
 
 10.2
              Amended
      PCA Shell License Agreement, dated as of January 3, 2002, between Level 8
      Systems, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
      (incorporated by reference to exhibit 10.2 to Level 8's Form 8-K, filed
      January 11, 2002).
 
 10.3A
              PCA
      Shell License Agreement between Level 8 Systems, Inc. and Merrill Lynch,
      Pierce, Fenner & Smith Incorporated (incorporated by reference to
      exhibit 10.2 to Level 8’s Report on Form 8-K, filed September 11,
      2000).
 
 10.3B
              OEM
      License Agreement between Cicero Inc. and Merrill Lynch, Pierce, Fenner
      & Smith Incorporated (incorporated by reference to exhibit 10.12A to
      Cicero Inc.’s Form 10-K filed March 31,
2008).
 
 10.3C
              Software
      Support and Maintenance Schedule between Cicero Inc. and Merrill Lynch,
      Pierce, Fenner & Smith Incorporated (incorporated by reference to
      exhibit 10.12A to Cicero Inc.’s Form 10-K filed March 31,
      2008).
 
 10.4
              Employment
      Agreement between John P. Broderick and the Company effective January 1,
      2009 (filed herewith).*
 
 10.5
              Lease
      Agreement for Cary, N.C. offices, dated November 7, 2003, between Level 8
      Systems, Inc. and Regency Park Corporation (incorporated by reference to
      exhibit 10.17 to Level 8’s Form 10-K, filed March 31,
    2004).
 
 10.6
              Level
      8 Systems Inc. 1997 Stock Option Plan, as Amended and Restated
      (incorporated by reference to exhibit 10.2 to Level 8’s Registration
      Statement of Form S-1/A, filed September 22, 2000, File No.
      333-44588).*
 
 10.7A
              Fifth
      Amendment to Level 8 Systems Inc. 1997 Stock Option Plan (incorporated by
      reference to exhibit 10.9A to Level 8’s Form 10-K filed April 2,
      2002).*
 
 10.8B
              Seventh
      Amendment to Level 8 Systems Inc. 1997 Stock Option Plan (incorporated by
      reference to exhibit 10.14 B to Level 8’s Form 10-K, filed March 31,
      2004).*
 
 37
  10.9
              Lease
      Agreement for Cary, N.C. offices, dated August 16,2007, between Cicero Inc. and Regency Park Corporation
      (incorporated by reference to exhibit 10.21 to Cicero Inc.’s Form 10-K
      filed March 31, 2008).
 
 10.10
              Cicero
      Inc. 2007 Employee Stock Option Plan (incorporated by reference to exhibit
      10.22 to Cicero Inc.’s Form 10-K filed March 31,
  2008).
 
 10.11
              Agreement
      and Promissory Note of Cicero Inc,, dated October 30, 2007 among Cicero
      Inc. and BluePhoenix Solutions Ltd. (incorporated by reference to exhibit
      10.23 to Cicero Inc.’s Form 10-K filed March 31,
  2008).
 
 10.12
              Promissory
      Note of Cicero Inc., dated October 29, 2007 among Cicero Inc. and John L.
      Steffens (incorporated by reference to exhibit 10.24 to Cicero Inc.’s Form
      10-K filed March 31, 2008).
 
 10.13
              Securities
      Purchase Agreement, dated as of February 26, 2007, by and among Cicero
      Inc. and the Purchasers in the February Private Placement (incorporated by
      reference to exhibit 10.25 to Cicero Inc.’s Form 10-K filed March 31,
      2008).
 
 10.14
              Securities
      Purchase Agreement, dated as of August 15, 2007, by and among Cicero Inc.
      and the Purchasers in the August Private Placement (incorporated by
      reference to exhibit 10.26 to Cicero Inc.’s Form 10-K filed March 31,
      2008).
 
 10.15
              Revolving
      Loan Agreement dated November 3, 2008 among Cicero Inc. and Barbara Sivan
      (incorporated by reference to exhibit 10.15 to Cicero Inc,’s Form 10-K
      filed March 31, 2009).
 
 10.16
              Employment
      Agreement between John P. Broderick and the Company effective January 1,
      2010 (filed herewith).*
 
 10.17
              Form
      of Long Term Promissory Note dated March 31, 2009 (incorporated by
      reference to exhibit 10.17 to Cicero Inc,’s Form 10-K filed March 31,
      2009).
 
 10.18
              Employment
      Agreement between Antony Castagno and the Company effective January 1,
      2010 (filed herewith).*
 
 10.19
              Asset
      Purchase Agreement dated January 15, 2010 between Cicero Inc., Vertical
      Thought Inc, and SOADesk LLC (incorporated by reference to exhibit 2.1
      to Cicero’s Form 8-K filed January 20,
  2010).
 
 14.1
              Code
      of Ethics (incorporated by reference to exhibit 14.1 to Level 8’s Form
      10-K/A, filed March
      31, 2004).
  
 21.1
              List
      of subsidiaries of the Company (filed
herewith).
 
 22.1
              Consent
      of Marcum LLP (filed herewith).
  22.2
              Consent
      of Margolis & Company P.C. (filed
  herewith).
 31.1
              Certification
      of Chief Executive pursuant to Rule 13a-14(a) (filed
      herewith).
 
 31.2
              Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) (filed
      herewith).
 
 32.1
              Certification
      of John P. Broderick pursuant to 18 USC § 1350, as adopted pursuant to
      §906 of the Sarbanes-Oxley Act of 2002 (filed
  herewith).
  *
                Management contract or compensatory
agreement.
  38
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 CICERO
      INC.Date:
        April 9,
      2010
                By:
                /s/ John
      P. BroderickName John
      P. BroderickTitle Chief
      Executive Officer
 
  
  
    39
 INDEX TO FINANCIAL
STATEMENTS
   Report
      of Independent Registered Public Accounting Firm for the year ended December 31,
      2009
              
              
              F-2Report of Independent Registered Public Accounting
      Firm for the years ended December 31, 2008 and 2007
              
              
              F-3Financial
      Statements:Consolidated Balance
      Sheets
              
              
              F-4Consolidated
      Statements of
      Operations
              
              
              F-5Consolidated
      Statements of Stockholders'
      Deficit
              
              
              F-6Consolidated
      Statements of Comprehensive Loss
              
              
              F-7Consolidated
      Statements of Cash Flows
              
              
              F-8Notes
      to Consolidated Financial
      Statements
              
              
              F-10
  
 F-1
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Audit Committee of
the Board of Directors and Stockholders of
 Cicero
Inc.
 Cary,
North Carolina
 
 We have
audited the accompanying consolidated balance sheet of Cicero Inc. and
subsidiaries (the "Company") as of December 31, 2009, and the related
consolidated statements of operations, stockholders' deficit, comprehensive loss
and cash flows for the year then ended.   The 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 audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of
Cicero Inc. and subsidiaries as of December 31, 2009, and the results of their
operations and their cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of
America.
   /s/ Marcum LLP
 
 Bala
Cynwyd, Pennsylvania
 March 31,
2010
    F-2
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 To the Audit Committee of the Board of Directors and
Stockholders of
 Cicero Inc.
 Cary, North Carolina
 
 We have audited the accompanying consolidated balance sheet
of Cicero Inc. and subsidiaries (the "Company") as of December 31, 2008, and the
related consolidated statements of operations, stockholders' deficit,
comprehensive loss and cash flows for the years ended December 31, 2008 and
2007.  The financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States).  Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, 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 consolidated
financial position of Cicero Inc. and subsidiaries as of December 31, 2008, and
the results of their operations and their cash flows for the years ended
December 31, 2008 and 2007, in conformity with accounting principles generally
accepted in the United States of America.
 
 
 /s/ Margolis & Company P.C.
  Bala Cynwyd, Pennsylvania
 March 31, 2009
  
 F-3
  CICERO
INC.
 CONSOLIDATED
BALANCE SHEETS
 (in
thousands, except share and per share amounts)
  December
      31, 2009
              
              
              December
      31, 2008ASSETSCurrent
      assets:Cash and cash
      equivalents
              
              $
              12
              
              
              $
              63Assets of discontinued
      operations
              
              
              --
              
              
              
              71Trade accounts receivable,
      net
              
              
              225
              
              
              
              759Prepaid expenses and other
      current assets
              
              
              345
              
              
              
              255Total
      current assets
              
              
              582
              
              
              
              1,148Property
      and equipment, net
              
              
              39
              
              
              
              46Total
      assets
              
              $
              621
              
              
              $
              1,194LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Short-term
      debt  (Note
      4)
              
              $
              1,886
              
              
              $
              1,192Accounts
payable
              
              
              2,346
              
              
              
              2,258Accrued
    expenses:Salaries, wages, and related
      items
              
              
              1,151
              
              
              
              1,051Other
              
              
              1,500
              
              
              
              2,027Liabilities of discontinued
      operations
              
              
              --
              
              
              
              429Deferred
revenue
              
              
              243
              
              
              
              348Total
      current liabilities
              
              
              7,126
              
              
              
              7,305Long-term
      debt (Note
      5)
              
              
              1,421
              
              
              
              971Total
      liabilities
              
              
              8,547
              
              
              
              8,276Commitments
      and contingencies (Notes 12 and 13)Stockholders'
      deficit:Convertible
      preferred stock, $0.001 par value, 10,000,000 shares
      authorized
                Series
      A-1 – 1,543.6 shares issued and outstanding at December 31, 2009 and 2008,
      $500 per share liquidation preference (aggregate liquidation value of
      $772)
              
              
              --
              
              
              
              --Common
      stock, $0.001 par value, 215,000,000 shares authorized at December 31,
      2009 and 2008, respectively; 47,098,185 and 46,642,396 issued and
      outstanding at December 31, 2009 and 2008, respectively (Note
      7)
              
              
              47
              
              
              
              47Additional
      paid-in-capital
              
              
              230,464
              
              
              
              230,018Accumulated
    deficit
              
              
              (238,437
              )
              
              
              (237,143
              )Accumulated other comprehensive
      loss
              
              
              --
              
              
              
              (4
              )Total stockholders'
      deficit
              
              
              (7,926
              )
              
              
              (7,082
              )Total liabilities and
      stockholders' deficit
              
              $
              621
              
              
              $
              1,194
 
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-4
  CICERO
INC.
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 (in
thousands, except per share amounts)
  Years
      Ended December 31,2009
              
              
              2008
              
              
              2007Revenue:Software
              
              $
              431
              
              
              $
              1,467
              
              
              $
              501Maintenance
              
              
              1,182
              
              
              
              873
              
              
              
              300Services
              
              
              885
              
              
              
              1,112
              
              
              
              1,007Total
      operating revenue
              
              
              2,498
              
              
              
              3,452
              
              
              
              1,808Cost
      of revenue:Software
              
              
              19
              
              
              
              50
              
              
              
              19Maintenance
              
              
              217
              
              
              
              260
              
              
              
              264Services
              
              
              1,183
              
              
              
              941
              
              
              
              654Total
      cost of revenue
              
              
              1,419
              
              
              
              1,251
              
              
              
              937Gross
      margin
              
              
              1,079
              
              
              
              2,201
              
              
              
              871Operating
      expenses:Sales
      and marketing
              
              
              1,203
              
              
              
              952
              
              
              
              786Research
      and product development
              
              
              540
              
              
              
              615
              
              
              
              569General
      and administrative
              
              
              1,310
              
              
              
              1,301
              
              
              
              1,356Total
      operating expenses
              
              
              3,053
              
              
              
              2,868
              
              
              
              2,711Loss
      from continuing operations before other income (charges)
              
              
              (1,974
              )
              
              
              (667
              )
              
              
              (1,840
              )Other
      income (charges):Interest
      expense
              
              
              (283
              )
              
              
              (223
              )
              
              
              (257
              )Other
              
              
              (21
              )
              
              
              67
              
              
              
              122(304
              )
              
              
              (156
              )
              
              
              (135
              )Loss
      from continuing operations
              
              
              (2,278
              )
              
              
              (823
              )
              
              
              (1,975
              )Write
      off of abandoned assets of discontinued operations
              
              
              998
              
              
              
              --
              
              
              
              --Net
      loss
              
              $
              (1,280
              )
              
              $
              (823
              )
              
              $
              (1,975
              )Earnings
      per share - basic and dilutedLoss from continuing operations
              
              
              (0.05
              )
              
              
              (0.02
              )
              
              
              (0.05
              )Income form
      diiscontinued operations
              
              $
              0.02
              
              
              $
              —
              
              
              $
              —Net Loss
              
              $
              (0.03
              )
              
              $
              (0.02
              )
              
              $
              (0.05
              )Average
      shares outstanding – basic and diluted
              
              
              46,970
              
              
              
              46,642
              
              
              
              36,771
 
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-5
  CICERO
INC.
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' DEFICIT
 (in
thousands)
  Common Stock
              
              
              Preferred
StockShares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Additional
                Paid-in
                Capital
              
              
              Accumulated
                (Deficit)
              
              
              Accumulated
                Other
                Comprehensive
                Income (Loss)
              
              
              TotalBalance
      at December 31, 2006
              
              
              35,182
              
              
              $
              35
              
              
              
              2
              
              
              
              --
              
              
              $
              226,407
              
              
              $
              (234,345
              )
              
              $
              (9
              )
              
              $
              (7,912
              )Shares
      issued for private placement
              
              
              5,892
              
              
              
              6
              
              
              
              
              
              
              
              
              
              
              
              1,034
              
              
              
              
              
              
              
              
              
              
              
              1,040Shares
      issued for litigation settlement
              
              
              25
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              50
              
              
              
              
              
              
              
              
              
              
              
              50Conversion
      of preferred shares to common
              
              
              160
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              --Options
      issued as compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              650
              
              
              
              
              
              
              
              
              
              
              
              650Restricted
      shares issued as compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              36
              
              
              
              
              
              
              
              
              
              
              
              36Warrant
      issued
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              34
              
              
              
              
              
              
              
              
              
              
              
              34Shares
      issued with refinancing of debt
              
              
              2,546
              
              
              
              3
              
              
              
              
              
              
              
              
              
              
              
              647
              
              
              
              
              
              
              
              
              
              
              
              650Foreign
      currency translation adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (6
              )
              
              
              (6
              )Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,975
              )
              
              
              
              
              
              
              (1,975
              )Balance
      at December 31, 2007
              
              
              43,805
              
              
              
              44
              
              
              
              2
              
              
              
              --
              
              
              
              228,858
              
              
              
              (236,320
              )
              
              
              (15
              )
              
              
              (7,433
              )Shares
      issued for loan refinancing
              
              
              1,425
              
              
              
              1
              
              
              
              
              
              
              
              
              
              
              
              362
              
              
              
              
              
              
              
              
              
              
              
              363Conversion
      of preferred shares to common
              
              
              60
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              --Shares
      issued for account payable refinancing
              
              
              623
              
              
              
              1
              
              
              
              
              
              
              
              
              
              
              
              159
              
              
              
              
              
              
              
              
              
              
              
              160Shares
      issued for loan conversion
              
              
              392
              
              
              
              1
              
              
              
              
              
              
              
              
              
              
              
              100
              
              
              
              
              
              
              
              
              
              
              
              101Shares
      issued for loan conversion and under registration rights
      agreement
              
              
              256
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              65
              
              
              
              
              
              
              
              
              
              
              
              65Shares
      issued for account payable conversion
              
              
              81
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              21
              
              
              
              
              
              
              
              
              
              
              
              21Options
      issued as compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              417
              
              
              
              
              
              
              
              
              
              
              
              417Restricted
      shares issued as compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              36
              
              
              
              
              
              
              
              
              
              
              
              36Foreign
      currency translation adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              11
              
              
              
              11Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (823
              )
              
              
              
              
              
              
              (823
              )Balance
      at December 31, 2008
              
              
              46,642
              
              
              
              47
              
              
              
              2
              
              
              
              --
              
              
              
              230,018
              
              
              
              (237,143
              )
              
              
              (4
              )
              
              
              (7,082
              )Shares
      issued for loan conversion
              
              
              336
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              52
              
              
              
              
              
              
              
              
              
              
              
              52Shares
      issued under registration rights agreement
              
              
              120
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              16
              
              
              
              
              
              
              
              
              
              
              
              16Options
      issued as compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              280
              
              
              
              
              
              
              
              
              
              
              
              280Restricted
      shares issued as compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              36
              
              
              
              
              
              
              
              
              
              
              
              36Warrants
      issued
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              62
              
              
              
              
              
              
              
              
              
              
              
              62Foreign
      currency translation adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (14
              )
              
              
              4
              
              
              
              (10
              )Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,280
              )
              
              
              
              
              
              
              (1,280
              )Balance
      at December 31, 2009
              
              
              47,098
              
              
              $
              47
              
              
              
              2
              
              
              
              --
              
              
              $
              230,464
              
              
              $
              (238,437
              )
              
              
              --
              
              
              $
              (7,926
              )
 
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-6
  CICERO
INC.
 CONSOLIDATED
STATEMENTS OF COMPREHENSIVE LOSS
 (in
thousands)
 
 Years
      Ended December 31,2009
              
              
              2008
              
              
              2007Net
      loss
              
              $
              (1,280
              )
              
              $
              (823
              )
              
              $
              (1,975
              )Other
      comprehensive income (loss), net of tax:Foreign
      currency translation adjustment
              
              
              4
              
              
              
              11
              
              
              
              (6
              )Comprehensive
      loss
              
              $
              (1,276
              )
              
              $
              (812
              )
              
              $
              (1,981
              )
 
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-7
  CICERO
INC.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (in
thousands)
 Years
      Ended December 31,2009
              
              
              2008
              
              
              2007Cash
      flows from operating activities:Net loss
              
              $
              (1,280
              )
              
              $
              (823
              )
              
              $
              (1,975
              )Adjustments to reconcile net loss
      to net cash (used in) operating activities:Depreciation and
      amortization
              
              
              21
              
              
              
              17
              
              
              
              10Stock compensation
      expense
              
              
              378
              
              
              
              453
              
              
              
              720Issuance of stock under
      registration rights agreement
              
              
              16
              
              
              
              15
              
              
              
              --Provision (credit) for doubtful
      accounts
              
              
              62
              
              
              
              (100
              )
              
              
              50Changes in assets and
      liabilities:Trade accounts receivable and
      related party receivables
              
              
              472
              
              
              
              33
              
              
              
              (622
              )Assets and liabilities
      discontinued operations
              
              
              (358
              )
              
              
              (18
              )
              
              
              21Prepaid expenses and other
      assets
              
              
              (90
              )
              
              
              (47
              )
              
              
              (136
              )Accounts payable and accrued
      expenses
              
              
              (339
              )
              
              
              178
              
              
              
              478Deferred revenue
              
              
              (105
              )
              
              
              240
              
              
              
              70Net cash used in operating
      activities
              
              
              (1,223
              )
              
              
              (52
              )
              
              
              (1,384
              )Cash
      flows from investing activities:Purchases of property and
      equipment
              
              
              (14
              )
              
              
              (41
              )
              
              
              (17
              )Net cash used in investing
      activities
              
              
              (14
              )
              
              
              (41
              )
              
              
              (17
              )Cash
      flows from financing activities:Proceeds from issuance of common
      shares, net of issuance costs
              
              
              --
              
              
              
              --
              
              
              
              1,040Borrowings under short and
      long-term debt
              
              
              1,900
              
              
              
              1,395
              
              
              
              984Repayments of short and long-term
      debt
              
              
              (704
              )
              
              
              (1,500
              )
              
              
              (677
              )Net cash provided by (used in)
      financing activities
              
              
              1,196
              
              
              
              (105
              )
              
              
              1,347Effect
      of exchange rate changes on cash
              
              
              (10
              )
              
              
              11
              
              
              
              (6
              )Net
      decrease in cash and cash equivalents
              
              
              (51
              )
              
              
              (187
              )
              
              
              (60
              )Cash
      and cash equivalents at beginning of year
              
              
              63
              
              
              
              250
              
              
              
              310Cash
      and cash equivalents at end of year
              
              $
              12
              
              
              $
              63
              
              
              $
              250SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCash
      paid during the year for:Income taxes
              
              $
              2
              
              
              $
              1
              
              
              $
              5Interest
              
              $
              288
              
              
              $
              227
              
              
              $
              264
 
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-8
  CICERO
INC.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS - CONTINUED
 
 Non-Cash Investing and
Financing Activities
 
 2009
 
 During
April 2009, the Company issued 250,000 shares of common stock for the conversion
of debt of $30,000 to an investor who had a short term promissory note with the
Company.
 
 During
June 2009, the Company issued 85,789 shares of common stock for the conversion
of debt of $22,000 to an investor who had a short term promissory note with the
Company.
 
 2008
 
 During
2008, the Company issued 1,425,137 of common stock for the conversion of debt
and interest of $363,000 to a group of investors who had acquired the short term
promissory note due to SDS Merchant Fund.
 
 During
April 2008, the Company issued 623,214 shares of common stock to a vendor for
the settlement of an accounts payable balance of $159,106.
 
 During
July 2008, the Company issued 391,696 shares of common stock to Mr. John L.
Steffens, the Chairman of the Board of Directors, in exchange for a $100,000
principal payment on a promissory note.
 
 During
July 2008, the Company issued 195,848 shares of common stock to BluePhoenix
(formerly Liraz Systems Ltd.) in exchange for a $50,000 principal payment on a
promissory note.
 
 During
July 2008, the Company issued 80,993 shares of common stock to a vendor in
exchange for the settlement of an accounts payable balance of
$20,678.
 
 2007
 
 During
2007, the Company issued 24,793 shares of common stock to Critical Mass Mail as
part of a litigation settlement valued at $50,000.
 
 In
October 2007, the Company issued 2,546,149 shares of common stock to BluePhoenix
(formerly Liraz Systems Ltd.) in exchange for $650,000 paid to Bank Hapoalim to
retire a portion of that indebtedness.
 
 
 F-9
  CICERO
INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE
1.   SUMMARY
OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING
PRONOUNCEMENTS
  
 Cicero
Inc., (''Cicero'' or the ''Company''), is a provider of business integration
software which enables organizations to integrate new and existing information
and processes at the desktop.  Business integration software addresses
the emerging need for a company's information systems to deliver enterprise-wide
views of the company's business information processes.
 
 Going
Concern and Management Plans:
 
 The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  The Company has incurred an
operating loss of  approximately $1,974,000 for the year ended
December 31, 2009 and has experienced negative cash flows from operations for
each of the years ended December 31, 2009, 2008, and 2007.  At
December 31, 2009, the Company had a working capital deficiency of approximately
$6,544,000.  The Company has repositioned itself in the marketplace as
a result of the acquisition of the assets of SOAdesk along with its key
personnel. By combining the SOAdesk products with the Cicero legacy products,
the Company is able to offer a complete Customer Experience Management suite of
products. The new products have already received awards from within the industry
and new customers have contracted to use the products, thereby generating new
revenues. The Company also plans on raising funds through private placements of
equity, including its preferred stock, and/or debt. Management believes with the
anticipated revenues generated by the new product suite and the additional
funding from its capital raising efforts, that the Company will be able to fund
its operations through the year ending December 31, 2010.
 
 Principles
of Consolidation:
 
 The
accompanying consolidated financial statements include the accounts of the
Company and its subsidiaries. All of the Company's subsidiaries are wholly-owned
for the periods presented.
 
 All
significant inter-company accounts and transactions are eliminated in
consolidation.
 
 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 amounts could differ from these
estimates.
 
 Financial
Instruments:
 The
carrying amount of the Company’s financial instruments, representing accounts
receivable, accounts payable and short-term debt approximate their fair
value due to their short term nature.
 
 The fair
value and carrying amount of long-term debt were as follows:
 
 December
      31,2009
              
              2008Fair
      Value
              $1,338,010
              
              $685,304Carrying
      Value
              1,421,000
              
              971,000
 
 Valuations
for long-term debt are determined based on borrowing rates currently
available to the Company for loans with similar terms and
maturities.
 
 F-10
  Foreign
Currency Translation:
 
 The
assets and liabilities of foreign subsidiaries are translated to U.S. dollars at
the current exchange rate as of the balance sheet date. The resulting
translation adjustment is recorded in other comprehensive income as a component
of stockholders' equity. Statements of operations items are translated at
average rates of exchange during each reporting period.
 
 Transaction
gains and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency are included in the
results of operations as incurred.
 
 Cash
and Cash Equivalents:
 
 Cash and
cash equivalents include all cash balances and highly liquid investments with
maturity of three months or less from the date of purchase. For these
instruments, the carrying amount is considered to be a reasonable estimate of
fair value. The Company places substantially all cash and cash equivalents with
various financial institutions. At times, such cash and cash equivalents may be
in excess of FDIC insurance limits.
 
 Trade
Accounts Receivable:
 
 Trade
accounts receivable are stated in the amount management expects to collect from
outstanding balances.  Management provides for probable uncollectible
amounts through a charge to earnings and a credit to a valuation allowance based
on its assessment of the current status of individual
accounts.  Balances that are still outstanding after management has
used reasonable collection efforts are written off through a charge to the
valuation allowance and a credit to trade accounts
receivable.  Changes in the valuation allowance have not been material
to the financial statements.
 
 Property
and Equipment:
 
 Property
and equipment purchased in the normal course of business is stated at cost, and
property and equipment acquired in business combinations is stated at its fair
market value at the acquisition date.  All property and equipment is
depreciated using the straight-line method over estimated useful
lives.
 
 Expenditures
for repairs and maintenance are charged to expense as incurred. The cost and
related accumulated depreciation of property and equipment are removed from the
accounts upon retirement or other disposition and any resulting gain or loss is
reflected in the Consolidated Statements of Operations.
 
 Software
Development Costs:
 
 The
Company capitalizes certain software costs after technological feasibility of
the product has been established. Generally, an original estimated economic life
of three years is assigned to capitalized software costs, once the product is
available for general release to customers. Costs incurred prior to the
establishment of technological feasibility are charged to research and product
development expense.
 
 Capitalized
software costs are amortized over related sales on a product-by-product basis
using the straight-line method over the remaining estimated economic life of the
product.  There were $0 capitalized software costs as of December 31,
2009, 2008, and 2007.
 
 The
establishment of technological feasibility and the ongoing assessment of
recoverability of capitalized software development costs require considerable
judgment by management with respect to certain external factors, including, but
not limited to, technological feasibility, anticipated future gross revenue,
estimated economic life and changes in software and hardware
technologies.
 
 Long-Lived
Assets:
 
 The
Company reviews the recoverability of long-lived intangible assets when
circumstances indicate that the carrying amount of assets may not be
recoverable. This evaluation is based on various analyses including undiscounted
cash flow projections. In the event undiscounted cash flow projections indicate
impairment, the Company would record an impairment based on the fair value of
the assets at the date of the impairment. The Company accounts for impairments
under the Financial Accounting Standards Board ("FASB") guidance now codified as
ASC 360 “Property, Plant and Equipment”.
 
 F-11
 
 Revenue
Recognition:
 
 Our
revenues are derived principally from three sources:  (i) license fees
for the use of our software products; (ii) fees for consulting services and
training; and (iii) fees for maintenance and technical support.  We
generally recognize revenue from software license fees when a license agreement
has been signed by both parties, the fee is fixed or determinable; collection of
the fee is probable, delivery of our products has occurred and no other
significant obligations remain. Revenue
from recurring maintenance contracts is recognized ratably over the maintenance
contract period, which is typically twelve months. Maintenance revenue that is
not yet earned is included in deferred revenue.
 
 Revenue
from consulting and training services is recognized as services are performed.
Any unearned receipts from service contracts result in deferred
revenue.
 
 Cost
of Revenue:
 
 The
primary component of the Company's cost of revenue for its software products is
royalties on certain products. The original version Cicero® software technology
and related patents was licensed by the Company on a worldwide basis from
Merrill Lynch in August of 2000 under a license agreement containing standard
provisions and a two-year exclusivity period. On January 3, 2002, the license
agreement was amended to extend the Company’s exclusive worldwide marketing,
sales and development rights to Cicero® in perpetuity (subject to Merrill
Lynch’s rights to terminate in the event of bankruptcy or a change in control of
the Company) and to grant ownership rights in the Cicero® trademark. The Company
is indemnified by Merrill Lynch with regard to the rights granted to Cicero® by
them.  In consideration for the amendment, the Company entered into a
royalty sharing agreement pursuant to which, the Company pays a royalty of 3% of
the sales price for each sale of Cicero® software or related maintenance
services.  The primary component of the Company's cost of revenue for
maintenance and services is compensation expense.
 
 Advertising
Expenses:
 
 The
Company expenses advertising costs as incurred.  Advertising expenses
were approximately $275,000, $242,000, and $104,000, for the years ended
December 31, 2009, 2008, and 2007, respectively.
 
 Research
and Product Development:
 
 Research
and product development costs are expensed as incurred.
 
 Income
Taxes:
 
 The
Company uses FASB guidance now codified as ASC 740 “Income Taxes”', to account
for income taxes. This statement requires an asset and liability approach that
recognizes deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in the Company's financial
statements or tax returns. In estimating future tax consequences, all expected
future events, other than enactments of changes in the tax law or rates, are
generally considered. A valuation allowance is recorded when it is ''more likely
than not'' that recorded deferred tax assets will not be
realized.  (See Note 6.)
 
 Loss
Per Share:
 
 Basic
loss per share is computed based upon the weighted average number of common
shares outstanding. Diluted loss per share is computed based upon the weighted
average number of common shares outstanding and any potentially dilutive
securities. During 2009, 2008, and 2007, potentially dilutive securities
included stock options, warrants to purchase common stock, and preferred
stock.
 
 F-12
 
 The
following table sets forth the potential shares that are not included in the
diluted net loss per share calculation because to do so would be anti-dilutive
for the periods presented. The amounts have been restated in accordance with SAB
Topic 4 (c ) to reflect the adjustment to the Company’s capitalization as a
result of the 100:1 reverse stock split which was approved by the Company in
November 2006:
 
 2009
              
              
              2008
              
              
              2007Stock
      options
              
              
              2,707,006
              
              
              
              2,711,879
              
              
              
              2,529,025Warrants
              
              
              1,389,400
              
              
              
              390,400
              
              
              
              445,387Preferred
      stock
              
              
              1,543,618
              
              
              
              1,543,618
              
              
              
              1,603,6185,640,024
              
              
              
              4,645,897
              
              
              
              4,578,030
 
 In 2009,
2008, and 2007, no dividends were declared on preferred stock.
 
 Stock-Based
Compensation:
 
 The
Company adopted Financial Accounting Standards Board (“FASB”) guidance now
codified as ASC 718 “Compensation – Stock Compensation”, which addresses the
accounting for stock-based payment transactions in which an enterprise receives
employee services in exchange for (a) equity instruments of the enterprise or
(b) liabilities that are based on the fair value of the enterprise’s equity
instruments or that may be settled by the issuance of such equity
instruments.  The Company uses the Black-Scholes option-pricing model
to determine the fair-value of stock-based awards under ASC 718.  The
Company granted 475,000 options in fiscal 2009 at exercise prices between $.11
and $0.15 per share and recognized $280,000 of stock-based
compensation.  The Company granted 475,000 options in fiscal 2008 at
exercise prices between $.10 and $0.25 per share and recognized $417,000 of
stock-based compensation.  The Company granted 2,756,173 options in
August 2007 at an exercise price of $0.51 per share.  The Company
recognized $650,000 of stock-based compensation.  Additionally, the
Company recognized as stock-based compensation approximately $36,000 in fiscal
2009, 2008, and 2007 for the restricted shares issued in 2007 to John Broderick,
the Chief Executive Officer.  The Company also recognized
approximately $62,000 as stock-based in compensation in 2009 and $34,000 in 2007
for warrants issued in conjunction with promissory notes issued in those
respective fiscal years.
 
 The fair
value of the Company's stock-based awards to employees was estimated as of the
date of the grant using the Black-Scholes option-pricing model, using the
following weighted-average assumptions:
 
 2009
              
              
              2008
              
              
              2007Expected
      life (in years)
              
              10.0
      years
              
              
              10.0
      years
              
              
              10.0
      yearsExpected
      volatility
              
              
              147%-156
              %
              
              
              106%-151
              %
              
              
              166
              %Risk
      free interest rate
              
              
              0.15%-0.18
              %
              
              
              0.15%-4.24
              %
              
              
              5.25
              %Expected
      dividend yield
              
              
              0
              %
              
              
              0
              %
              
              
              0
              %
 
 
 Recent
Accounting Pronouncements:
 
 The FASB
has published FASB Accounting Standards Update 2009-13, Revenue Recognition
(Topic 605)-Multiple Deliverable Revenue Arrangements which addresses the
accounting for multiple-deliverable arrangements to enable vendors to account
for products or services (deliverables) separately rather than as a combined
unit.  Specifically, this guidance amends the criteria in Subtopic
605-25, Revenue Recognition-Multiple-Element Arrangements, for separating
consideration in multiple-deliverable arrangements.  This guidance
establishes a selling price hierarchy for determining the selling price of a
deliverable, which is based on: (a) vendor-specific objective evidence; (b)
third-party evidence; or (c) estimates.  This guidance also eliminates
the residual method of allocation and requires that arrangement consideration be
allocated at the inception of the arrangement to all deliverables using the
relative selling price method and also requires expanded
disclosures.  FASB Accounting Standards Update 2009-13 is effectively
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010.  Early adoption is
permitted.  The adoption of this standard is not expected to have any
impact on the Company’s consolidated financial position and results of
operations.
 
 F-13
 
 In June
2009, the FASB issued guidance now codified as FASB ASC Topic 105, “Generally
Accepted Accounting Principles,” as the single source of authoritative
nongovernmental U.S. GAAP. FASB ASC Topic 105 does not change current U.S. GAAP,
but is intended to simplify user access to all authoritative U.S. GAAP by
providing all authoritative literature related to a particular topic in one
place. All existing accounting standard documents will be superseded and all
other accounting literature not included in the FASB Codification will be
considered non-authoritative. These provisions of FASB ASC Topic 105 are
effective for interim and annual periods ending after September 15, 2009 and,
accordingly, are effective for the Company for the current fiscal reporting
period. The adoption of this standard did not have an impact on the Company’s
consolidated financial condition or results of operations, but will impact the
Company’s financial reporting process by eliminating all references to
pre-codification standards. On the effective date of this Statement, the
Codification superseded all then-existing non-SEC accounting and reporting
standards, and all other non-grandfathered non-SEC accounting literature not
included in the Codification became non-authoritative.
 
 In May
2009, the FASB issued guidance now codified as FASB ASC Topic 855, “Subsequent
Events,” which establishes general standards of accounting for, and disclosures
of, events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. This standard is effective
for interim or fiscal periods ending after June 15, 2009. Accordingly, the
Company adopted these provisions of FASB ASC Topic 855 on April 1, 2009. The
adoption of this standard did not have a material impact on the Company’s
consolidated financial position, results of operations or cash flows. However,
the provisions of FASB ASC Topic 855 resulted in additional disclosures with
respect to subsequent events. See Note 17, Subsequent Events, for this
additional disclosure.
 
 In April
2009, the FASB issued guidance now codified as FASB ASC Topic 820, “Fair Value
Measurements and Disclosures”, which is intended to provide additional
application guidance and enhanced disclosures regarding fair value measurements
and impairments of securities and additional guidelines for estimating fair
value in accordance with additional guidance related to the disclosure of
impairment losses on securities and the accounting for impairment losses on debt
securities. This guidance is effective for fiscal years and interim periods
ended after June 15, 2009. The adoption of this standard did not have a material
effect on the Company’s consolidated financial position, results of operations,
or cash flows.
 
 In June
2008, the FASB ratified EITF Issue No. 07-5, Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF
07-5”).  EITF 07-5 provides that an entity should use a two step
approach to evaluate whether an equity-linked financial instrument, or embedded
feature, is indexed to its own stock, including evaluating the instrument’s
contingent exercise and settlement provisions.  It also clarifies on
the impact of foreign currency denominated strike prices and market-based
employee stock option valuations.  EITF 07-5 is effective for fiscal
years beginning after December 15, 2008 and interim periods within those fiscal
years. The adoption of EITF 07-5 is not expected to havea  material
impact on the Company’s consolidated financial position and results of
operations.
 
 In March
2008, the FASB issued guidance now codified as FASB ASC Topic 815, “Derivatives
and Hedging”, which requires enhanced disclosures about an entity’s derivative
and hedging activities and thereby improves the transparency of financial
reporting. This standard is effective for fiscal years and interim periods
beginning after November 15, 2008. The adoption of this standard did not have a
material effect on the Company’s financial position, results of operations, or
cash flows.
 
 In
December 2007, the FASB issued guidance now codified as FASB ASC Topic 805,
“Business Combinations”, which significantly changes the accounting for business
combinations in a number of areas including the treatment of contingent
consideration, contingencies, acquisition costs, research and development assets
and restructuring costs. In addition, changes in deferred tax asset valuation
allowances and acquired income tax uncertainties in a business combination after
the measurement period will impact income taxes. This standard is effective for
fiscal years beginning after December 15, 2008. The adoption of these provisions
will have an effect on accounting for any business acquired after the effective
date of this standard.
 
 In
December 2007, the FASB issued guidance now codified as FASB ASC Topic 805,
“Business Combinations”, to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. This pronouncement is effective for fiscal years and interim periods
within those fiscal years, beginning on or after December 15, 2008 and shall be
applied prospectively as of the beginning of the fiscal year in which the
guidance is initially adopted. The adoption of the provisions in this
pronouncement would have an impact on the presentation and disclosure of the
noncontrolling interest of any non wholly owned businesses acquired in the
future.
 
 F-14
  
 NOTE
2.   ACCOUNTS RECEIVABLE
 
 Trade
accounts receivable was composed of the following at December 31 (in
thousands):
 
 2009
              
              
              2008Current
      trade accounts receivable
              
              $
              287
              
              
              $
              759Less:
      allowance for doubtful accounts
              
              
              62
              
              
              
              --$
              225
              
              
              $
              759
 
 
 NOTE
3.   PROPERTY AND EQUIPMENT
 
 Property
and equipment was composed of the following at December 31 (in
thousands):
 
 2009
              
              
              2008Computer
      equipment
              
              $
              292
              
              
              $
              283Furniture
      and fixtures
              
              
              24
              
              
              
              19Office
      equipment
              
              
              164
              
              
              
              164480
              
              
              
              466Less:
      accumulated depreciation and amortization
              
              
              (441
              )
              
              
              (420
              )$
              39
              
              
              $
              46
 
 Depreciation
and amortization expense of property and equipment was $21,000, $17,000, and
$10,000, for the years ended December 31, 2009, 2008, and 2007,
respectively.
  NOTE
4.  SHORT-TERM DEBT
 
 Term
loan, notes payable, and notes payable to related party consist of the following
at December 31 (in thousands):
 
 2009
              
              
              2008Term
      loan (a)
              
              $
              --
              
              
              $
              100Note
      payable related party (b)
              
              
              719
              
              
              
              94Notes
      payable (c)
              
              
              1,167
              
              
              
              998$
              1,886
              
              
              $
              1,192
  (a)
              At
      December 31, 2008, the Company was indebted to BluePhoenix Solutions for
      the current portion of the related long term debt of $100,000. (See Note
      5)
 
 (b)
              At
      December 31, 2009, the Company was indebted to John L. (Launny) Steffens,
      the Chairman of the Board of Directors, for the current portion of the
      related long term debt of $300,000. (See Note 5, 11 and 16)In
      December 2009, the Company entered into a short term note payable with
      John L. (Launny) Steffens, the Chairman of the Board of Directors, for
      various working capital needs. The Note bears interest at 12% per year and
      is unsecured. At December 31, 2009, the Company was indebted to Mr.
      Steffens in the amount of $100,000. (See Note 11)

                  In
      October 2009, the Company entered into a short term note payable with John
      L. (Launny) Steffens, the Chairman of the Board of Directors, for various
      working capital needs. The Note bears interest at 12% per year and is
      unsecured. At December 31, 2009, the Company was indebted to Mr. Steffens
      in the amount of $75,000. (See Note
11)
 
 
 
 F-15
 In
      September 2009, the Company entered into a short term note payable with
      John L. (Launny) Steffens, the Chairman of the Board of Directors, for
      various working capital needs. The Note bears interest at 10% per year and
      is unsecured. At December 31, 2009, the Company was indebted to Mr.
      Steffens in the amount of $150,000. (See Note 11)In
      September 2009, the Company entered into a short term note payable with
      John L. (Launny) Steffens, the Chairman of the Board of Directors, for
      various working capital needs. The Note bears interest at 10% per year and
      is unsecured. At December 31, 2009, the Company was indebted to Mr.
      Steffens in the amount of $150,000. (See Note 11)In
      June 2008, the Company entered into a short term note payable with John L.
      (Launny) Steffens, the Chairman of the Board of Directors, for various
      working capital needs. The Note bears interest at 10% per year and is
      unsecured. At December 31, 2009, the Company was indebted to Mr. Steffens
      in the amount of $45,000. (See Note 11)In
      November 2007, the Company entered into a short term note payable with
      John L. (Launny) Steffens, the Chairman of the Board of Directors, for
      various working capital needs. The Note bears interest at 6% per year and
      is unsecured. At December 31, 2009, the Company was indebted to Mr.
      Steffens in the amount of $40,000.(See Note
      11)All
      these notes were converted into 4,733 shares of Series B Convertible
      Preferred Shares at $150 per share in January 2010 as part of the
      Company’s issuance of Series B Convertible Preferred Stock.  The
      Series B Convertible Preferred Stock bears an annual interest of 8% and
      provides warrants to purchase common stock of the Company at a strike
      price of $0.25 per share.  The Series B stock may convert into
      common stock at a conversion rate of $0.15 per share.  The total
      principal converted was $710,000.From
      time to time the Company entered into promissory notes with one of the
      Company’s directors and the former Chief Information Officer, Anthony
      Pizi.  The notes bear interest at 12% per annum. As of December
      31, 2009 and 2008, the Company was indebted to Anthony Pizi in the amount
      of $9,000.
  (c)
              The
      Company has issued a series of short term promissory notes with private
      lenders, which provide for short term borrowings, both secured by accounts
      receivable and unsecured.  In addition, the Company has settled
      certain litigation and agreed to issue a series of promissory notes to
      support its obligations in the aggregate principal amount of $88,000. The
      notes bear interest between 10% and 36% per
  annum.
 
 NOTE
5.   LONG-TERM DEBT
 
 Long-term
loan and notes payable to related party consist of the following at December
31(in thousands):
 
 2009
              
              
              2008Term
      loan (a)
              
              $
              671
              
              
              $
              671Note
      payable, related party (b)
              
              
              --
              
              
              
              300Other
      long-term debt (c)
              
              
              750
              
              
              
              --$
              1,421
              
              
              $
              971
  (a)
              In
      October 2007, the Company, in conjunction with Blue Phoenix Solutions,
      retired the note payable to Bank Hapoalim and entered into a new
      unsecured note with Blue Phoenix Solutions in the principal amount of
      $1,021,000 with interest at LIBOR plus 1% (approximately 2.2% at December
      31, 2009) maturing in December 2011. Interest is payable quarterly. During
      2008, the Company paid $200,000 against the principal and BluePhoenix
      converted $50,000 of principal into 195,848 shares of Cicero common stock.
      In January 2009, the Company paid $100,000 against the
      principal.  At December 31, 2009, the Company was indebted to
      BluePhoenix Solutions in the amount of
$671,000.
  (b)
              In
      October 2007, the Company entered into a long-term unsecured note
      with John L. (Launny) Steffens, the Chairman of the Board of Directors, as
      part of the restructuring of the note payable to Bank
      Hapoalim.  The note bears interest of 3% and matured in October
      2009.  In March 2009, the Company and Mr. Steffens agreed to
      extend the maturity on the above Note until October 2010.  In
      April 2009, the Company awarded Mr. Steffens, in consideration for the
      extended maturity, 250,000 warrants to purchase the Company’s common stock
      at a price of $0.20 per share. These warrants expire in five years. The
      Company utilized the Black-Scholes formula to calculate the value of these
      warrants which amounted to $12,000 and were included in general and
      administrative expenses.  At December 31, 2009, the Company had
      classified the $300,000 balance to short term
  debt.
  (c)
              In
      March 2009, the Company entered into several secured Promissory Notes with
      certain investors in the aggregate amount of $750,000. The Notes bear
      interest at 15% and mature on January 31, 2012. The Notes are secured by
      the amount due the Company in February 2010 under its contract with
      Merrill Lynch. In addition, each investor was issued a warrant to purchase
      common stock of the Company. Under the terms of the warrant, which expires
      in five years, each Note holder is entitled to purchase 1,000 shares of
      Cicero common stock for every $1,000 of principal due under the Note. The
      exercise price on the warrant is $0.20 per share. The shares of common
      stock underlying the warrants have registration rights and a cashless
      exercise provision in the event no registration statement is effective for
      resales, if required.  The Company has allocated the proceeds
      received from the Note and Warrant Offering to determine the fair value of
      the warrants issued and is amortizing such amount under the terms of the
      notes as additional interest expense in the amount of
      $50,349.  At December 31, 2009, the Company was indebted to
      these investors in the amount of
  $750,000.
 
  F-16
 
 Scheduled
maturities of the above long-term debt are as follows:
 
 Year2011
              
              $
              6712012
              
              $
              750
 
 NOTE
6.   INCOME TAXES
 
 The
Company follows the provisions of FASB ASC Topic 740, “Income Taxes”, and
recognizes the financial statement beneit of a tax position only after
determining that the relevant tax authority would more likely than not sustain
the position following an audit.  For tax positions meeting the
more-likely-than-not threshold, the amount recognized in the financial
statements is the largest benefit that has a greater than 50 percent likelihood
of being realized upon settlement with the relelvant tax
authority.  The Company applies ASC Topic 740 to all tax positions for
which the statute of limitations remains open.





The
Company has identified its federal tax return and its state tax return in North
Carolina as "major" tax jurisdictions. Based on the Company's evaluation, it has
been concluded that there are no significant uncertain tax positions requiring
recognition in the Company's financial statements. The evaluation was performed
for the tax years 2007 through 2009, the only period subject to examination. The
Company believes that its income tax positons and deductions will be sustained
on audit and does not anticipate any adjustments that will result in
a material change to its financial position.





The
Company's policy for recording interest and penalties associated with audits is
to record such items as a component of income tax expense. There were no amounts
accrued for penalties and interest as of or during the period for the tax years
2007, 2008 and 2009. The Company does not expect its uncertain tax position to
change during the next twelve months. Management is currently unaware of any
issues under review that could result in significant payment, accurals or
material deviations from its position.





A
reconciliation of expected income tax at the statutory federal rate with the
actual income tax provision is as follows for the years ended December 31 (in
thousands):





2009
            
            
            2008
            
            
            2007Expected income tax benefit at
      statutory rate (34%)
            
            $
            (418
            )
            
            $
            (280
            )
            
            $
            (672
            )State taxes, net of federal tax
      benefit.
            
            
            (73
            )
            
            
            (49
            )
            
            
            (118
            )Effect of change in valuation
      allowance
            
            
            488
            
            
            
            326
            
            
            
            788Non-deductible
      expenses
            
            
            3
            
            
            
            3
            
            
            
            2Total
            
            $
            --
            
            
            $
            --
            
            
            $
            --





Significant
components of the net deferred tax asset (liability) at December 31 were as
follows:





2009
            
            
            2008Current
      assets:Accrued expenses, non-tax
      deductible
            
            $
            246
            
            
            $
            371Deferred revenue
            
            
            97
            
            
            
            139Noncurrent
      assets:Stock
      compensation expense
            
            
            428
            
            
            
            296Loss
carryforwards
            
            
            94,501
            
            
            
            93,217Depreciation and
      amortization
            
            
            3,595
            
            
            
            4,35698,867
            
            
            
            98,379Less:
      valuation allowance
            
            
            (98,867
            )
            
            
            (98,379
            )$
            --
            
            
            $
            --





At
December 31, 2009, the Company had net operating loss carryforwards of
approximately $236,255,000, which may be applied against future taxable income.
These carryforwards will expire at various times between 2010 and 2029. A
substantial portion of these carryforwards are restricted to future taxable
income of certain of the Company's subsidiaries or limited by Internal Revenue
Code Section 382. Thus, the utilization of these carryforwards cannot be
assured. Net operating loss carryforwards include tax deductions for the
disqualifying dispositions of incentive stock options. When the Company utilizes
the net operating loss related to these deductions, the tax benefit will be
reflected in additional paid-in capital and not as a reduction of tax expense.
The total amount of these deductions included in the net operating loss
carryforwards is $21,177,000.





F-17





The
undistributed earnings of certain foreign subsidiaries are not subject to
additional foreign income taxes nor considered to be subject to U.S. income
taxes unless remitted as dividends. The Company intends to reinvest such
undistributed earnings indefinitely; accordingly, no provision has been made for
U.S. taxes on those earnings. The determination of the amount of the
unrecognized deferred tax liability related to the undistributed earnings is not
practicable.





The
Company provided a full valuation allowance on the total amount of its deferred
tax assets at December 31, 2009 and 2008 since management does not believe
that it is more likely than not that these assets will be realized.





NOTE
7.   STOCKHOLDERS’ EQUITY





Common Stock:





In June
2009, the Company issued 85,789 shares of common stock for the conversion of
debt of $22,000 to an investor who had a short term promissory note with the
Company originally entered into in October 2008.





In April
2009, the Company issued 120,000 shares of common stock were issued to
BluePhoenix Solutions due to a filing deadline penalty.





In April
2009, the Company issued 250,000 shares of common stock for the conversion of
debt of $30,000 to an investor who had entered into a short term promissory note
with the Company in April 2009.





In July
2008, the Company issued 80,993 shares of common stock to a vendor for the
settlement of an account payable balance of $20,678.





In July
2008, the Company issued 195,848 shares of common stock to BluePhoenix Solutions
in lieu of repayment of $50,000 of debt.  An additional 60,000 shares
of common stock were issued to BluePhoenix due to a filing deadline
penalty.





In July
2008, the Company converted $100,000 of principal of short term notes with John
L. (Launny) Steffens, the Chairman of the Board of Directors into 391,696 shares
of the Company’s common stock.





In April
2008, the Company issued 623,214 shares of common stock to a vendor for the
settlement of an accounts payable balance of $159,106.





In March
2008, the Company was notified that a group of investors, including two members
of the Board of Directors, acquired a short term promissory note due SDS
Merchant Fund in the principal amount of $250,000. The note is unsecured and
bears interest at 10% per annum. Also in March, our Board of Directors approved
a resolution to convert this debt plus accrued interest into common stock of the
Company. The total principal and interest amounted to $363,838 and was converted
into 1,425,137 shares of common stock. Mr. John Steffens, the Company’s
Chairman, acquired 475,141 shares and Mr. Bruce Miller, also a member of our
Board of Directors, acquired 474,998 shares.





During
2007, the Company completed two common stock financing rounds wherein it raised
a total of $1,033,000 of capital from several new investors as well as certain
members of its Board of Directors. In February 2007, the Company sold 3,723,007
shares of its common stock for $0.1343 per share for a total of
$500,000.  In October 2007, the Company completed a private sale of
shares of its common stock to a group of investors, four of which are members of
our Board of Directors. Under the terms of that agreement, the Company sold
2,169,311 shares of its common stock for $0.2457 per share for a total of
$533,000.





Stock Grants:





In August
2007, the Company issued Mr. John P. Broderick, our Chief Executive Officer, a
restricted stock award in the amount of 549,360 shares which will vest to him
upon his resignation or termination.  The Company used the
Black-Scholes method to value these shares and assumed a life of 10
years.  The Company recorded compensation expense of approximately
$36,000 for fiscal 2009 and 2008.





F-18





Stock Options:





In 2007,
the Board of Directors approved the 2007 Cicero Employee Stock Option Plan which
permits the issuance of incentive and nonqualified stock options, stock
appreciation rights, performance shares, and restricted and unrestricted stock
to employees, officers, directors, consultants, and advisors. The aggregate
number of shares of common stock which may be issued under this Plan shall not
exceed 4,500,000 shares upon the exercise of awards and provide that the term of
each award be determined by the Board of Directors.  The Company also
has a stock incentive plan for outside directors and the Company has set aside
1,200 shares of common stock for issuance under this plan. The Company's 1997
Employee Stock Option Plan expired during 2007.





Under the
terms of the Plans, the exercise price of the incentive stock options may not be
less than the fair market value of the stock on the date of the award and the
options are exercisable for a period not to exceed ten years from date of grant.
Stock appreciation rights entitle the recipients to receive the excess of the
fair market value of the Company's stock on the exercise date, as determined by
the Board of Directors, over the fair market value on the date of grant.
Performance shares entitle recipients to acquire Company stock upon the
attainment of specific performance goals set by the Board of Directors.
Restricted stock entitles recipients to acquire Company stock subject to the
right of the Company to repurchase the shares in the event conditions specified
by the Board are not satisfied prior to the end of the restriction period. The
Board may also grant unrestricted stock to participants at a cost not less than
85% of fair market value on the date of sale. Options granted vest at varying
periods up to five years and expire in ten years.





Activity
for stock options issued under these plans for the fiscal years ending December
31, 2009, 2008, and 2007 was as follows:




Number
      of Options
            
            
            Option
      Price
              Per
      Share
            
            
            Weighted
      Average
              Exercise
      PriceBalance
      at December 31, 2006
            
            
            45,315
            
            
            
            12.00-3,931.00
            
            
            $
            120.61Granted
            
            
            2,756,173
            
            
            
            0.51
            
            
            $
            0.51Forfeited
            
            
            (270,413
            )
            
            
            0.51-612.50
            
            
            $
            12.21Expired
            
            
            (2,050
            )
            
            
            1,473.00
            
            
            $
            1,473.00Balance
      at December 31, 2007
            
            
            2,529,025
            
            
            
            0.51-3,931.00
            
            
            $
            1.35Granted
            
            
            475,000
            
            
            
            0.10-0.25
            
            
            $
            0.19Forfeited
            
            
            (292,146
            )
            
            
            0.17-1,881.25
            
            
            $
            0.74Balance
      at December 31, 2008
            
            
            2,711,879
            
            
            
            0.10-3,931.25
            
            
            $
            1.22Granted
            
            
            475,000
            
            
            
            0.11-0.15
            
            
            $
            0.12Forfeited
            
            
            (478,333
            )
            
            
            0.11-1,881.25
            
            
            $
            0.78Balance
      at December 31, 2009
            
            
            2,707,006
            
            
            
            0.10-3,931.25
            
            
            $
            1.10





Activity
for non-vested stock options under these plans for the fiscal year ending
December 31, 2009 was as follows:




Number
      of Options
            
            
            Option
      Price
              Per
      Share
            
            
            Weighted
      Average
              Exercise
      PriceBalance
      at December 31, 2008
            
            
            1,023,692
            
            
            
            0.10-0.51
            
            
            $
            0.42Granted
            
            
            475,000
            
            
            
            0.11-0.15
            
            
            $
            0.12Vested
            
            
            1,043,689
            
            
            
            0.11-0.51
            
            
            $
            0.40Forfeited
            
            
            (116,669
            )
            
            
            0.11-0.15
            
            
            $
            0.12Balance
      at December 31, 2009
            
            
            338,334
            
            
            
            0.10-0.25
            
            
            $
            0.15





There
were 475,000 options granted during 2009 and 2008, respectively, and 2,756,173
options granted during 2007. The weighted average grant date fair value of
options issued during the years ended December 31, 2009, 2008 and 2007 was
equal to $0.12, $0.19 and $0.51 per share, respectively. There were no
option grants issued below fair market value during 2009, 2008 and
2007.





At
December 31, 2009, 2008, and 2007, options to purchase 2,368,672, 1,688,187, and
888,634 shares of common stock were exercisable, respectively, pursuant to the
plans at prices ranging from $0.10 to $3,931.25. The following table summarizes
information about stock options outstanding at December 31, 2009:





EXERCISE
      PRICE
            
            
            NUMBER
              OUTSTANDING
            
            
            REMAINING
      CONTRACTUAL
              LIFE
      FOR OPTIONS
              OUTSTANDING
            
            
            NUMBER
              EXERCISABLE
            
            
            WEIGHTED
              AVERAGE
              EXERCISE
              PRICE$
            0.10-0.50
            
            
            
            723,333
            
            
            
            8.8
            
            
            
            384,999
            
            
            $
            0.180.51-0.51
            
            
            
            1,959,093
            
            
            
            7.6
            
            
            
            1,959,093
            
            
            
            0.510.52-393.12
            
            
            
            23,150
            
            
            
            3.4
            
            
            
            23,150
            
            
            
            42.40393.13-786.25
            
            
            
            1,340
            
            
            
            1.2
            
            
            
            1,340
            
            
            
            531.84786.26-3,931.25
            
            
            
            90
            
            
            
            0.6
            
            
            
            90
            
            
            
            1,895.832,707,006
            
            
            
            7.9
            
            
            
            2,368,672
            
            
            $
            1.24





Preferred Stock:





As part
of the recapitalization plan approved by shareholders in November 2006, the
Company offered to exchange its existing Series A-3, B-3, C and D preferred
shares at reduced conversion rates in exchange for shares of a new Series A-1
preferred stock in Cicero Inc. This proposal also required approval by existing
preferred shareholders as a class. The new conversion prices with respect to the
Series A-3, B-3 and D preferred stock were negotiated with the holders of each
series based upon such factors as the current conversion price in relation to
the market, the dollar amount represented by such series and, waiver of
anti-dilution, liquidation preferences, seniority and other senior
rights.  The conversion price for the Series C preferred stock was
determined in relation to the conversion price for the Series D preferred
stock.  The Board of Directors determined the new conversion price of
each series of Level 8 preferred stock after discussion and review of those
rights, ranks and privileges that were being waived by the present holders of
preferred stock.  Among those rights being waived are anti-dilution
protection, liquidation preferences and seniority.





The
holders of the Series A-1 preferred stock shall have the rights and preferences
set forth in the Certificate of Designations filed with the Secretary of State
of the State of Delaware upon the approval of the
Recapitalization.  The rights and interests of the Series A-1
preferred stock of the Company will be substantially similar to the rights
interests of each of the series of  the former Level 8 preferred stock
other than for (i) anti-dilution protections that have been permanently waived
and (ii) certain voting, redemption and other rights that holders of Series A-1
preferred stock will not be entitled to.  All shares of Series A-1
preferred stock will have a liquidation preference pari passu with all other
Series A-1 preferred stock.





The
Series A-1 preferred stock is convertible at any time at the option of the
holder into an initial conversion ratio of 1,000 shares of Common Stock for each
share of Series A-1 preferred stock.  The initial conversion ratio
shall be adjusted in the event of any stock splits, stock dividends and other
recapitalizations.  The Series A-1 preferred stock is also convertible
on an automatic basis in the event that (i) the Company closes on an additional
$5,000,000 equity financing from strategic or institutional investors, or (ii)
the Company has four consecutive quarters of positive cash flow as reflected on
the Company’s financial statements prepared in accordance with generally
accepted accounting principles (“GAAP”) and filed with the
Commission.  The holders of Series A-1 preferred stock are entitled to
receive equivalent dividends on an as-converted basis whenever the Company
declares a dividend on its Common Stock, other than dividends payable in shares
of Common Stock.  The holders of the Series A-1 preferred stock are
entitled to a liquidation preference of $500 per share of Series A-1 preferred
stock upon the liquidation of the Company.  The Series A-1 preferred
stock is not redeemable.





The
holders of Series A-1 preferred stock also possess the following voting
rights.  Each share of Series A-1 preferred stock shall represent that
number of votes equal to the number of shares of Common Stock issuable upon
conversion of a share of Series A-1 preferred stock.  The holders of
Series A-1 preferred stock and the holders of Common Stock shall vote together
as a class on all matters except: (i) regarding the election of the Board
of Directors of the Company (as set forth below); (ii) as required by law; or
(iii) regarding certain corporate actions to be taken by the Company (as
set forth below).





F-19





The
approval of at least two-thirds of the holders of Series A-1 preferred stock
voting together as a class, shall be required in order for the Company to: (i)
merge or sell all or substantially all of its assets or to recapitalize or
reorganize; (ii) authorize the issuance of any equity security having any right,
preference or priority superior to or on parity with the Series A-1 preferred
stock; (iii) redeem, repurchase or acquire indirectly or directly any of its
equity securities, or to pay any dividends on the Company’s equity securities;
(iv) amend or repeal any provisions of its certificate of incorporation or
bylaws that would adversely affect the rights, preferences or privileges of the
Series A-1 preferred stock; (v) effectuate a significant change in the principal
business of the Company as conducted at the effective time of the
Recapitalization; (vi) make any loan or advance to any entity other than in the
ordinary course of business unless such entity is wholly owned by the Company;
(vii) make any loan or advance to any person, including any employees or
directors of the Company or any subsidiary, except in the ordinary course of
business or pursuant to an approved employee stock or option plan; and (viii)
guarantee, directly or indirectly any indebtedness or obligations, except for
trade accounts of any subsidiary arising in the ordinary course of
business.   In addition, the unanimous vote of the Board of
Directors is required for any liquidation, dissolution, recapitalization or
reorganization of the Company.   The voting rights of the holders
of Series A-1 preferred stock set forth in this paragraph shall be terminated
immediately upon the closing by the Company of at least an additional $5,000,000
equity financing from strategic or institutional investors.





In
addition to the voting rights described above, the holders of a majority of the
shares of Series A-1 preferred stock are entitled to appoint two observers to
the Company’s Board of Directors who shall be entitled to receive all
information received by members of the Board of Directors, and shall attend and
participate without a vote at all meetings of the Company’s Board of Directors
and any committees thereof.  At the option of a majority of the
holders of Series A-1 preferred stock, such holders may elect to temporarily or
permanently exchange their board observer rights for two seats on the Company’s
Board of Directors, each having all voting and other rights attendant to any
member of the Company’s Board of Directors. There are three
current Board of Directrs that are holder of the Series A-1 preferred
stock. As part of the Recapitalization, the right of the holders of Series
A-1 preferred stock to elect a majority of the voting members of the Company’s
Board of Directors shall be terminated.





Stock
Warrants:





The
Company values warrants based on the Black-Scholes pricing
model.  Warrants granted in 2009, 2007, 2006 and 2005 were valued
using the following assumptions:





Expected Life in
      Years
            
            
            Expected Volatility
            
            
            Risk Free Interest
      Rate
            
            Expected Dividend
            
            Fair Value of
      Common Stock
            
            
            Number
      of Outstanding WarrantsEarly
      Adopter Warrants
            
            
            4
            
            
            
            104
            %
            
            
            4
            %
            None
            
            $
            1.50
            
            
            
            201,115Long
      Term Promissory Note Warrants
            
            
            10
            
            
            
            168
            %
            
            
            5.25
            %
            None
            
            $
            0.18
            
            
            
            188,285Long
      Term Promissory Note Warrants
            
            
            5
            
            
            
            149
            %
            
            
            2.85
            %
            None
            
            $
            0.20
            
            
            
            250,000Secured
      Promissory Note Warrants
            
            
            5
            
            
            
            149
            %
            
            
            2.85
            %
            None
            
            $
            0.20
            
            
            
            750,000




NOTE
8.   EMPLOYEE BENEFIT PLANS





The
Company sponsors one defined contribution plan for its employees - the
Cicero Inc 401(K) Plan.  Under the terms of the Plan, the Company, at
its discretion, provides a 50% matching contribution up to 6% of an employee’s
salary.  Participants must be eligible and employed at December 31 of
each calendar year to be eligible for employer matching
contributions.  The Company opted not to make any matching
contributions for 2009, 2008, and 2007. NOTE
9.   SIGNIFICANT CUSTOMERS AND CONCENTRATION OF CREDIT
RISK





In 2009,
three customers accounted for 50.9%, 28.9% and 12.7% of operating revenues and
one of those customers accounted for 89% of accounts receivable at December 31,
2009.  In 2008, two customers accounted for 51.2% and 34.1% of
operating revenues and represented 57.4%and 32.3% of accounts receivable at
December 31, 2008.  In 2007, one customer accounted for 87.2% of
operating revenues and represented 100% of accounts receivable at December 31,
2007.





F-20





NOTE
10.   FOREIGN CURRENCIES





The
Company’s net foreign currency transaction losses/ (gains) were $3,000,
$(6,000), and $15,000, for the years ended 2009, 2008, and 2007,
respectively.








NOTE
11.   RELATED PARTY INFORMATION





In
December 2009, the Company entered into a short term notepayable with John L.
(Launny) Steffens, the Chairman of the Board of Directors, for various working
capital needs. The Note bears interest at 12% per year and is unsecured. At
December 31, 2009, the Company was indebted to Mr. Steffens in the amount of
$100,000.





In
October 2009, the Company entered into two short term notespayable with John L.
(Launny) Steffens, the Chairman of the Board of Directors, for various working
capital needs. The Notes bear interest at 12% per year and are unsecured. At
December 31, 2009, the Company was indebted to Mr. Steffens in the amount of
$75,000.





In
September 2009, the Company entered into a short term notepayable with John L.
(Launny) Steffens, the Chairman of the Board of Directors, for various working
capital needs. The Note bears interest at 10% per year and is unsecured. At
December 31, 2009, the Company was indebted to Mr. Steffens in the amount of
$150,000.





In June
2008, the Company entered into a short term note payable with John L. (Launny)
Steffens, the Chairman of the Board of Directors, for various working capital
needs. The Note bears interest at 10% per year and is unsecured. At December 31,
2009, the Company was indebted to Mr. Steffens in the amount of
$45,000. In
October 2007, the Company entered into a long-term promissory note with John L.
(Launny) Steffens, the Chairman on the Board of Directors, as part of the
restructuring of the Note payable to Bank Hapoalim.  The Note bears
interest of 3% and matures in October 2009. The Company also granted in October
2007 Mr. Steffens 188,285 warrants to purchase common stock at $0.18 each. The
Company used the Black Scholes method to value the warrants and recorded a stock
compensation charge and additional paid-in capital in the amount of $34,230. In
March 2009, the Company and Mr. Steffens agreed to extend the maturity on the
above note to October 31, 2010.  At December 31, 2009, the Company was
indebted to Mr. Steffens in the amount of $300,000. In
November 2007, the Company entered into a short term notepayable with John L.
(Launny) Steffens, the Chairman of the Board of Directors, for various working
capital needs. The Note bears interest at 6% per year and is unsecured. At
December 31, 2009, the Company was indebted to Mr. Steffens in the amount of
$40,000.





All these
notes were converted into 4,733 shares of Series B Convertible Preferred Shares
at $150 per share in January 2010 as part of the Company’s issuance of Series B
Convertible Preferred Stock. The Series B Convertible Preferred Stock bears
an annual interest of 8% and provides warrants to purchase common stock of the
Company at a strike price of $0.25 per share.  The Series B stock may
convert into common stock at a conversion rate of $0.15 per
share.  The total principal converted was $710,000.





BluePhoenix
Solutions, formerly Liraz Systems Ltd., the Company’s former principal
stockholder, guaranteed certain debt obligations of the Company. In November
2006, the Company and BluePhoenix Solutions agreed to extend the guaranty and
with the approval of the lender, agreed to extend the maturity of the debt
obligation until October 31, 2007. The Company issued 60,000 shares of common
stock to BluePhoenix in exchange for this debt extension.  In October
2007, the Company agreed to restructure the note payable to Bank Hapoalim and
guaranty by BluePhoenix Solutions. Under a new agreement with BluePhoenix, the
Company made a principal reduction payment to Bank Hapoalim in the amount of
$300,000. Simultaneously, BluePhoenix paid $1,671,000 to Bank Hapoalim, thereby
discharging that indebtedness. The Company and BluePhoenix entered into a new
Note in the amount of $1,021,000, bearing interest at LIBOR plus 1.0% and
maturing on December 31, 2011. In addition, BluePhoenix acquired 2,546,149
shares of the Company’s common stock in exchange for $650,000 paid to Bank
Hapoalim to retire that indebtedness.  Of the new note payable to
BluePhoenix, approximately $350,000 was due on January 31, 2009 and the balance
is due on December 31, 2011.  During 2008, the Company paid $200,000
against the principal and BluePhoenix converted $50,000 of principal into
195,848 shares of Cicero common stock. In January 2009, the Company paid
$100,000 against the principal. At December 31, 2009, the Company was indebted
to BluePhoenix Solutions in the amount of $671,000.





F-21





NOTE
12.   LEASE COMMITMENTS AND EMPLOYMENT AGREEMENTS





The
Company leases certain facilities and equipment under various operating
leases.  Future minimum lease commitments on operating leases that
have initial or remaining non-cancelable lease terms in excess of one year as of
December 31, 2009 consisted of only one lease as follows (in
thousands):





Lease
              Commitments2010
            
            $
            1102011
            
            
            1$
            111





Rent
expense for the years ended December 31, 2009, 2008, and 2007 was $97,000,
$93,000, and $74,000, respectively.  As of December 31, 2009,
2008, and 2007, the Company had no sublease arrangements.




Under the
employment agreement between the Company and Mr. Castagno effective January 1,
2010, we agreed to pay Mr. Castagno an annual base salary of $150,000 and
performance bonuses in cash of up to $250,000 per annum based upon exceeding
certain revenue goals and operating metrics, as determined by the Compensation
Committee, in its discretion.  Upon termination of Mr. Castagno’s
employment by the Company without cause, we agreed to pay Mr. Castagno an amount
equivalent to six (6) months of Mr. Castagno’s then current base salary within
in equal semi-monthly installments over the six (6) month period following the
termination. If Mr. Castagno’s employment is terminated for any reason, Mr.
Castagno has agreed that, for two (2) year after such termination, he will not
directly or indirectly solicit or divert business from us or assist any business
in attempting to do so or solicit or hire any person who was our employee during
the term of his employment agreement or assist any business in attempting to do
so.





NOTE
13.   CONTINGENCIES





Various
lawsuits and claims have been brought against us in the normal course of our
business.





In
October 2003, we were served with a summons and complaint in Superior Court of
North Carolina regarding unpaid invoices for services rendered by one of our
subcontractors.  The amount in dispute was approximately $200,000 and
is included in accounts payable. Subsequent to March 31, 2004, we settled this
litigation.  Under the terms of the settlement agreement, we agreed to
pay a total of $189,000 plus interest over a 19-month period ending November 15,
2005. The Company has not made any additional payments and has a remaining
liability of approximately $88,000.  Under the
indemnification clause of the Company’s standard reseller agreements and
software license agreements, the Company agrees to defend the reseller/licensee
against third party claims asserting infringement by the Company’s products of
certain intellectual property rights, which may include patents, copyrights,
trademarks or trade secrets, and to pay any judgments entered on such claims
against the reseller/licensee.





NOTE
14.   DISCONTINUED OPERATIONS





The
Company had classified certain assets and liabilities as assets and liabilities
of discontinued operations.  These assets and liabilities related to
foreign subsidiaries of the Company for which there have been no operations for
the past several years.  In addition, as part of the Company’s
reorganization charge in 2001, the Company had established a tax reserve
specifically for foreign operations.  The Company believes that the
foreign assets and liabilities are worthless and there is no expectation of any
tax exposure on these operations.  As such, as of December 31, 2009,
the Company has written off $74,000 of foreign assets, $445,000 of foreign
liabilities and $626,000 of related tax reserves as Gain on Discontinued
Operations on the accompanying Statement of Operations.





F-22








NOTE
15.   SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)





First
              Quarter
            
            
            Second
              Quarter
            
            
            Third
              Quarter
            
            
            Fourth
              Quarter(In thousands, except
      per share data)2009:Net
      revenues
            
            $
            769
            
            
            $
            644
            
            
            $
            546
            
            
            $
            539Gross
      margin
            
            
            373
            
            
            
            243
            
            
            
            208
            
            
            
            256Net
      income/(loss)
            
            
            (402
            )
            
            
            (707
            )
            
            
            (599
            )
            
            
            430Net
      income/(loss) per share – basic and diluted
            
            $
            (0.01
            )
            
            $
            (0.01
            )
            
            $
            (0.01
            )
            
            
            --2008:Net
      revenues
            
            $
            470
            
            
            $
            1,427
            
            
            $
            578
            
            
            $
            977Gross
      margin
            
            
            230
            
            
            
            1,153
            
            
            
            264
            
            
            
            554Net
      income/(loss)
            
            
            (485
            )
            
            
            430
            
            
            
            (553
            )
            
            
            (215
            )Net
      income/(loss) per share – basic and diluted
            
            $
            (0.01
            )
            
            $
            0.01
            
            
            $
            (0.01
            )
            
            $
            (0.01
            )





NOTE
16.   SUBSEQUENT EVENTS On
January 15, 2010, the Company entered into an Asset Purchase Agreement with
SOAdesk, LLC (“SOAdesk”) and Vertical Thought, Inc. (“VTI” and, together with
SOAdesk, the “Sellers”), pursuant to which the Company acquired the Sellers’
“United Desktop” and “United Data Model” software programs, as well as
substantially all of the other assets owned by the Sellers directly or
indirectly used (or intended to be used) in or related to Sellers’ business of
providing customer interaction consulting and technology services for
organizations and contact centers throughout the world (the “Business”). The
Company also assumed certain liabilities of the Sellers related to the Business,
as described in the Asset Purchase Agreement.
 
 The
aggregate consideration payable by the Company to the Sellers consists of the
following:
  ●
                $300,000
      paid in cash to the Sellers on the closing
date;
 
 ●
                an
      unsecured convertible note in the aggregate principal amount of $700,000,
      payable to SOAdesk, with an annual interest rate of 5%,  and
      convertible into shares of the Company’s Series B Preferred Stock (the
      “Convertible Note”);   ●
                $525,000,
      payable in cash to SOAdesk on March 31,
2010;  ●
                an
      unsecured convertible note in the aggregate principal amount of
      $1,000,000, payable to SOAdesk and convertible into shares of the
      Company’s Common Stock; and
 
 ●
                certain
      earn-out payments as described in the Asset Purchase
      Agreement.   On March
31, 2010, the maturity date of the unsecured Convertible Note was extended from
March 31, 2010 to September 30, 2010. Furthermore, the terms of the Asset
Purchase Agreement were amended and the Company issued a new $525,000
convertible promissory note to SOAdesk in lieu of the $525,000 payment. This new
note, which carries an annual interest rate of 5%, is payable in shares of the
Company’s Series B Preferred Stock and matures on June 30, 2010.
  Simultaneously
with the acquisition of the assets of SOAdesk LLC, the Company also closed an
initial round of Series B round of Convertible Preferred Stock, of approximately
$1.36 million.  The Series B Convertible Preferred Stock bears an
annual interest of 8% and provides warrants to purchase common stock of the
Company at a strike price of $0.25 per share.  The Series B stock may
convert into common stock at a conversion rate of $0.15 per share.  Of
the $1.36 million raised, the Company’s Chairman, Mr. John Steffens invested
$910,000 through a combination of cash and debt retirement.
 
 The
Company evaluates events that have occurred after the balance sheet date but
before the financial statements are issued.  Based upon the
evaluation, the Company did not identify any recognized or non-recognized
subsequent events that would have required adjustment or disclosure in the
consolidated financial statements.


F-23