UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549





FORM
10-K





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





For the fiscal year
ended December 31,
2008





o 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 333-150831





CICERO
RESOURCES CORP.


(Exact name of
registrant as specified in its charter)





Nevada
            
            None(State or
      Other Jurisdiction of Incorporation of Organization)
            
            (I.R.S.
      Employer Identification No.)





7251 W. Lake Mead Blvd,
Suite 300


Las Vegas NV
89128


(Address
of principal executive offices) (ZIP Code)





(702)
562 4308


(Registrant’s
telephone number, including area code)





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


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





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





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





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 shorter period that the registrant as required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes o Noþ





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





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





Large accelerated
filer o  Accelerated
filer o  Non-accelerated
filer o  Smaller reporting companyþ





Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act) Yesþ





Aggregate market
value of the voting stock of the registrant held by non-affiliates of the
registrant at June 30, 2008 (there were no trades in the issuer’s common stock
as of the last business day of the second fiscal quarter):$0





Number of common
shares outstanding at March 31, 2009: 34,040,000












TABLE
OF CONTENTS




PART
      IItem 1.  Business
              3Item 1A.  Risk Factors
              8Item 1B.  Unresolved Staff
    Comments
              8Item 2.  Properties
              8Item 3.  Legal Proceedings
              8Item 4.  Submission of Matters to a Vote of Security
      Holders
              8PART
      IIItem 5.  Market for Common Equity and Related
      Stockholder Matters
              9Item 6.  Selected Financial Data
              10Item 7.  Management's Discussion and Analysis of
      Financial Condition and Results of Operations
              10Item 7A.  Quantitative and Qualitative Disclosures
      about Market Risk
              13Item 8.  Financial Statements and
      Supplementary Data
              14Item 9.  Changes In and Disagreements with
      Accountants on Accounting and Financial Disclosure
              15Item 9A.  Controls and
      Procedures
              15Item 9B.  Other Information
              15PART
      IIIItem 10.  Directors, Executive Officers, Promoters
      and Control Persons; Compliance with Section 16(a) of the Exchange
      Act
              16Item 11.  Executive Compensation
              18Item 12.  Security Ownership of Certain Beneficial
      Owners and Management and Related Stockholder Matters.
              20Item 13.  Certain Relationships, Related
      Transactions and Director Independence
              20Item 14.  Principal Accountant Fees and
      Services
              21PART
      IVItem 15.  Exhibits and Financial Statement
      Schedules
              22











2









PART
I





Item 1.  Business





Forward-Looking
Statements





This annual report
contains forward-looking statements. These statements relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “could”, "may", "will",
"should", "expect", "plan", "anticipate", "believe", "estimate", "predict",
"potential" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.





Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable laws, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements so as to conform these statements to actual results.





As
used in this annual report, the terms "we", "us", "our", “the Company”, and
"Cicero" mean Cicero Resources Corp. and all of our subsidiaries, unless
otherwise indicated.





All dollar amounts
in this annual report refer to US dollars unless otherwise
indicated.





Overview





Cicero Resources
Corp. (hereinafter referred to as "we", "us", "our” and "Cicero") was
incorporated on October 19, 2007 under the laws of the State of Nevada. We do
not have any subsidiaries. Our principal offices are located at 7251 W. Lake
Mead Blvd, Suite 300


Las Vegas NV 89128.
Our telephone number is 702-562-4308.  Our fiscal year end is December
31.




We
started as a mineral exploration company focused on the acquisition and
development of a portfolio of gold properties.  We have had no
revenues as of the end of our most recent fiscal year and we have only recently
begun limited operations.





On
January 30, 2008 we entered into an option agreement with Multi Metal Mining
Corp. pursuant to which we purchased an option to acquire an undivided 100%
interest in a gold prospect propertycommonly known as the
Crimson Queen Property.  The Crimson Queen Property is comprised of
approximately 20 acres of land located in the Sunset Mining District, Clark
County, Nevada, USA. The Crimson Queen Property consists of one claim, the
Crimson Queen Lode Claim described as follows:





Name of
      Claim
            1/4
            Section
            Township
            Range
            MeridianCrimson Queen
      Lode Claim
            SE
            31
            27S
            60
            EastNE
            6
            28S
            60
            East





The option we
purchased gives us the right to explore, mine and produce all minerals lying
beneath the surface of the property.  On March 18, 2008 we made the
initial payment of $6,000.  In order to fully exercise the option to
purchase the 100% interest in the Crimson Queen Property, we must pay an
additional $50,000 by January 30, 2009 and $200,000, as well as issue 1,000,000
shares of our common stock by January 30, 2010.   As we were not
able to make the required payment on January 30, 2009, the option on the Crimson
Queen Property expired.





3




Upon the expiration
of our option on the Crimson Queen Property, our management decided to focus on
acquiring or merging with one or more operating businesses. Our efforts to
identify a target business are not limited to any particular industry and we may
acquire another gold exploration property.  As of March 31, 2009, w
have identified a potential merger or acquisition target and our management is
negotiating the potential terms of acquisition or merger.  However,
there can be no assurance that our management will be successful in negotiating
the merger or acquisition of this target business and as such we continue to
search for opportunities for other mergers or acquisitions.





We
intend to focus our search on businesses in North America, but we will also
explore opportunities in international markets that are attractive to us. We
will focus our efforts on seeking a business combination with a privately held
business. We believe that owners of privately held small or middle-market
companies may seek to realize the value of their investments through a sale or
recapitalization or through a merger with a public company to access capital to
fund their growth.





There is no
assurance that we will successfully identify a potential target business, enter
into any definitive agreements with any target business, or finally consummate a
business combination with any potential target business.





Acquisition
Strategy





We
have identified the following guidelines that we believe are important in
evaluating a prospective target business. We will use these guidelines in
evaluating business combination opportunities; however, we may decide to enter
into a business combination with a target business that does not meet all of
these guidelines. We may not be able to complete a business combination with any
target business that meets all or part of these guidelines due to our limited
human, capital and other resources. In the alternative, we may seek to
consummate a business combination with a company that may be financially
unstable or in its early stages of development or growth.





Established
company with positive cash flow.  We
intend to acquire an established company with a history of positive cash
earnings before interest, taxes, depreciation and amortization. We do not intend
to acquire a start-up company, a company with speculative business plans or a
company that we believe has significant risk attached to it.





Strong
competitive position in industry.  We
intend to analyze the strengths and weaknesses of a target business relative to
its competitors. The factors we will consider include product quality, customer
loyalty, cost impediments associated with customers switching to competitors,
patent protection, brand positioning and capitalization. We will seek to acquire
a business that has developed a strong position within its market, is well
positioned to capitalize on growth opportunities and operates in an industry
with significant barriers to entry. We will seek to acquire a business that
demonstrates advantages when compared to its competitors, which may help to
protect its market position and profitability.





Experienced
management team.  We will
seek to acquire a business that has an experienced management team with a proven
track record for delivering growth and profits. We believe that the operating
expertise of our management team will complement, not replace, the target
business’ management team.





Diversified
customer and supplier base.  We will
seek to acquire a business that has a diversified customer and supplier base. We
believe that a company with a diversified customer and supplier base is
generally better able to endure economic downturns, industry consolidation,
changing business preferences and other factors that may negatively impact its
customers, suppliers and competitors.





4




Competition





In
identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities with business objectives similar to
ours. There are many blank check companies seeking to carry out a business
plan similar to ours that have completed initial public offerings in the United
States. Furthermore, there are a number of additional blank check companies in
the registration process that have not yet completed initial public offerings,
and there are likely to be more blank check companies that have completed
initial public offerings before we are able to successfully consummate a
business combination.





We
may also be subject to competition from entities other than blank check
companies, which may be special acquisition companies or capital pool companies,
that have a business objective similar to ours, including venture capital firms,
leverage buyout firms and operating businesses looking to expand their
operations through the acquisition of a target business. Many of these entities
are well-established and have extensive experience identifying and effecting
business combinations either directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than us and our
financial resources may be relatively limited in comparison to many of these
competitors.





While we believe
that numerous potential target businesses may be available for acquisition, our
ability to acquire a certain attractive target business will be limited by our
available financial resources. This inherent competitive limitation may give
others an advantage in pursuing the acquisition of a target business. The fact
that stockholder approval may delay the completion of a business combination is
an additional limitation that may be viewed unfavorably by certain target
businesses.





Any of these
factors may place us at a competitive disadvantage in successfully negotiating a
business combination. Our management believes, however, that our status as a
public entity and our access to the United States public equity markets may give
us a competitive advantage in acquiring a target business with significant
growth potential on favorable terms over privately-held entities with business
objectives similar to ours.





If
we succeed in effecting a business combination, there will likely be further
intense competition from competitors of the target business. We cannot assure
you that, subsequent to a business combination, we will have the resources or
ability to compete effectively.




Effecting a Business
Combination





General





We
are not presently engaged in, and we do not anticipate engaging in, any
commercial business activities for an indefinite period of time after filing
this annual report. We intend to use cash derived from private placements,
public offerings, loans, or a combination thereof, to effect a business
combination. Such a business combination may be with a company which does not
need substantial additional capital but which desires to establish a public
trading market for its stock. We may also seek to consummate a business
combination with a company that may be financially unstable or in its early
stages of development or growth. We may also face other risks including time
delays, significant expense, loss of voting control and failure to comply with
various federal and state securities laws. Our stockholders may not have an
opportunity to evaluate the specific merits or risks of any potential business
combination.





We Have Not Identified a
Target Business





To
date, we have not selected a specific target on which to concentrate our efforts
for a business combination. Our management has not had any preliminary contact
or discussions on our behalf with representatives of any prospective target
business regarding the possibility of a potential merger, capital stock
exchange, asset acquisition or other strategic transaction with us. In addition,
our management has not yet taken any measure, directly or indirectly, to locate
a target business. There has been no due diligence, investigation, discussions,
negotiations and/or other similar activities undertaken, directly or indirectly,
by us, our management or by any third party, with respect to an ongoing proposed
business combination.





5




Sources of Target
Businesses





We
anticipate target business candidates will be brought to our attention by
various unaffiliated sources, including executives, private equity funds,
venture capital funds, investment bankers, attorneys, accountants and other
members of the financial community, who may present solicited or unsolicited
proposals. We expect such sources to become aware that we are seeking a business
combination candidate by a variety of means, such as publicly available
information relating to this offering, public relations and marketing efforts,
articles that may be published in industry trade papers discussing our intention
to effect a business combination, or direct contact by management of potential
target businesses.





Our management, as
well as our existing stockholders and their affiliates, may also bring to our
attention target business candidates. While we do not anticipate engaging the
services of professional firms that specialize in business acquisitions on any
formal basis, we may engage these firms in the future, in which case we may be
required to pay a finder’s fee or other compensation. The terms of any such
arrangements will be negotiated with such persons on arm’s length basis and
disclosed to our stockholders in connection with any proposed business
combination. In no event, however, will we pay our existing management, our
existing stockholders, or any entity with which they are affiliated any finder’s
fee or other compensation for services rendered to us prior to or in connection
with the consummation of a business combination. In addition, neither our
existing management nor our existing stockholders will receive any finder’s fee,
consulting fees or any similar fees or other compensation from any other person
or entity, including any target company, in connection with any business
combination other than any compensation or fees to be received for any services
provided following such a business combination.





Selection of a Target
Business and Structuring of a Business Combination





Our management will
have virtually unrestricted flexibility in identifying and selecting a
prospective target business. In evaluating a prospective target business, our
management will consider, among other factors, the following:





·
            growth
      potential;





·
            financial
      condition and results of
operations;





·
            capital
      requirements;





·
            the value and
      extent of intellectual property;





·
            competitive
      position;





·
            stage of
      development of products, processes or
services;





·
            degree of
      current or potential market acceptance of products, processes or
      services;





·
            proprietary
      features and degree of protection of products, processes or services;
      and





·
            costs
      associated with effecting the business
  combination.





We
intend to create a contact database describing the materials we receive from any
potential target candidates, when such materials were evaluated, the parties
primarily responsible for such evaluation and the reasons such candidates were
either rejected or the issues that, upon initial evaluation, require further
investigation. Any evaluation relating to the merits of a particular business
combination will be based on the above factors as well as other considerations
deemed relevant by our management in effecting a business combination consistent
with our business objectives. In evaluating a prospective target business, we
will conduct an extensive due diligence review which will encompass, among other
things, meeting with incumbent management, inspecting facilities, and reviewing
financial and other information that is made available to us.





6




We
will attempt to structure any business combination so as to achieve the most
favorable tax treatment for us, the target business and both companies’
stockholders. We cannot assure you, however, that the Internal Revenue Service
or appropriate state tax authorities will agree with our tax treatment of the
business combination.





The time and costs
required to select and evaluate a target business and to structure and complete
a business combination cannot presently be ascertained with any degree of
certainty. Any costs incurred with respect to the identification and evaluation
of a prospective target business with which a business combination is not
ultimately completed will result in a loss to us and reduce the amount of
capital available to otherwise complete a business combination.





Fair Market Value of Target
Business





The fair market
value of a target business will be determined by our Board of Directors based
upon standards generally accepted by the financial community, such as actual and
potential sales, earnings, cash flow, book value, and the price for which
comparable businesses have recently been sold. Other factors contributing to a
determination of the fair market value may include timing, the reputation of the
target business and the anticipated costs of completing the
transaction.





We
are not required to obtain an opinion from an unaffiliated third party regarding
the fair market value of a target business we select at the time of any
transaction. We are also not required to obtain an opinion from an unaffiliated
third party indicating that the price we plan to pay is fair to our stockholders
from a financial perspective unless the target is affiliated with our officers,
directors, special advisors, existing stockholders or their affiliates. However,
because Melanie Williams, our sole officer and director, has no experience in
evaluating business combinations for blank check companies like ours, his
judgment may not meet the criteria that independent investment banking firms or
other similar blank check companies usually use.





Probable Lack of Business
Diversification





It
is probable that we will have the ability to effect only a single business
combination, although this may entail the simultaneous acquisition of several
compatible operating businesses or assets. Unlike other entities which may have
the resources to complete several business combinations with entities operating
in multiple industries or multiple areas of a single industry, we will likely
not have sufficient resources to diversify our operations or benefit from the
possible spreading of risks or offsetting of losses. By consummating a business
combination with a single entity or a limited number of entities, our lack of
diversification may leave us dependent upon the performance of a single business
or a limited number of businesses, and result in us being dependent upon the
development or market acceptance of a single or limited number of products or
services.





Limited Ability to Evaluate
the Management of a Target Business





Although we intend
to closely scrutinize the management of prospective target businesses when
evaluating the potential to effect a business combination, we cannot assure you
that our assessment will prove to be correct. In addition, we cannot assure you
that new members who join our management team following a business combination
will have the necessary skills, qualifications or abilities to manage a public
company. Furthermore, the future role of our sole officer and director, if any,
in a target business cannot presently be stated with any certainty. While it is
possible that our current officer and director will remain associated with us in
some capacity following a business combination, it is unlikely that he will
devote his full efforts to our affairs after the consummation of a business
combination. Moreover, we cannot assure you that our sole officer and director
will have substantial experience or knowledge concerning the operations of any
particular target business.





Opportunity for Stockholder
Approval of Business Combination





We
may not submit a business combination to our stockholders for approval if the
nature of the transaction would not ordinarily require stockholder approval
under applicable governing laws. If we are required to submit the transaction to
our stockholders for approval, we will furnish our stockholders with proxy
solicitation materials, which will include a description of the operations of
the target business and certain required financial information regarding the
business. Also, we will proceed with the business combination only if a majority
of the votes cast by the holders of our common stock at the meeting are in favor
of the business combination. To compensate for a potential shortfall in cash, we
may be required to structure the business combination, in whole or in part,
using the issuance of our common stock as consideration. Accordingly, any
increase in the number of shares of our issued and outstanding common stock
could hinder our ability to consummate a business combination in an efficient
manner or to optimize our capital structure.





When we seek
stockholder approval for a business combination, we will not offer each
stockholder a right to have their shares of common stock redeemed for cash if
the stockholder votes against the business combination and the business
combination is approved and completed.





7




Research and
Development





We
have not spent any amounts on research and development activities during the
year ended December 31, 2008. We anticipate that we will not incur any expenses
on research and development over the next 12 months. Our planned expenditures on
our operations or a business combination are summarized under the section of
this annual report entitled “Management’s Discussion and Analysis of Financial
Position and Results of Operations”.





Intellectual
Property





As
of March 31, 2009 we did not own any intellectual property.





Item 1A.  Risk Factors





Not
required.





Item 1B.  Unresolved Staff Comments





Not
applicable.





Item 2.  Properties





Our principal
executive offices are located at 7251 W. Lake Mead Blvd, Suite 300


Las Vegas NV 89128.
Our telephone number is 702-562-4308.  We pay approximately $250 per
month for use of this space and this gives us full phone and fax service as well
as the use of the office for 16 hours per month.  Our President also
works from home.





Item 3.  Legal Proceedings





We
know of no material, active or pending legal proceedings against us or our
property, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or have a material interest adverse to us.





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





None.






8




PART
II





Item 5.  Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities





Market
Information





There is a limited
public market for our common stock. Our common stock is quoted for trading on
the OTC Bulletin Board under the symbol “CCRO.OB”. The market for our stock is
highly volatile. We cannot assure you that there will be a market in the future
for our common stock.





OTC Bulletin Board
securities are not listed and traded on the floor of an organized national or
regional stock exchange. Instead, OTC Bulletin Board securities transactions are
conducted through a telephone and computer network connecting dealers in stocks.
OTC Bulletin Board issuers are traditionally smaller companies that do not meet
the financial and other listing requirements of a regional or national stock
exchange.





Our common stock
became eligible for quotation on the OTC Bulletin Board on January 22, 2009, but
as of March 31, 2009 we have not had any trades in our common
stock.





Holders





As
of March 31, 2009 there were 39 holders of record of our common
stock.





Dividends





Holders of our
common stock are entitled to dividends if declared by our Board of Directors out
of funds legally available therefore. As of March 31, 2009 we had not declared
or paid any dividends, and we do not intend to do so for the foreseeable future.
We intend to retain earnings, if any, to finance the development and expansion
of our business. Our future dividend policy will be subject to the discretion of
our Board and will be contingent upon future earnings, if any, our financial
condition, capital requirements, general business conditions and other
factors.





Equity Compensation
Plans





As
of March 31, 2009 we did not have any equity compensation plans.





Recent Sales of Unregistered
Securities





We
did not make any previously unreported sales from October 1, 2008 to December
31, 2008.





Recent Purchases of Equity
Securities by Us and our Affiliated Purchases





As
of March 31, 2009 we had not repurchased any of our common stock, and we have
not publicly announced any repurchase plans or programs.





9




Item 6.  Selected Financial Data.





Not
applicable.





Item 7.  Management's Discussion and Analysis or Plan of
Operation.





The following
discussion should be read in conjunction with our financial statements,
including the notes thereto, appearing elsewhere in this annual report. The
discussions of results, causes and trends should not be construed to imply any
conclusion that these results or trends will necessarily continue into the
future.





Forward-Looking
Statements





This report
contains forward-looking statements that involve risks and uncertainties. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology including,
"could", "may", "will", "should", "expect", "plan", "anticipate", "believe",
"estimate", "predict", "potential" or the negative of these terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially.





While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested in this annual report.





Liquidityand Capital
Resources




As
of December 31, 2008, we had cash of $1,551 in our bank accounts and a working
capital deficit of $5,819 compared to $47,491 cash and working capital of
$42,167 as of December 31, 2007. As of December 31, 2008, we had total assets of
$1,563 and total liabilities of $7,382.  As of December 31, 2008 we
have accumulated a deficit of $89,319.






From October 19,
2007 (date of inception) to December 31, 2008, we raised net proceeds of $83,500
in cash from the issuance of common stock.  $36,000 was raised during
the year ended December 31, 2008 and $47,500 was raised during the period from
October 19, 2007 (inception) to December 31, 2007.  Since October 19,
2007 (date of inception) to December 31, 2008, we raised net proceeds of $83,500
in cash from financing activities.






We
used net cash of $81,940 in operating activities for the year ended December 31,
2008 compared to $9 for the period from October 19, 2007 (inception) to December
31, 2007.  The increase is attributed mainly to an increase in
accounting, audit and legal costs.  We have used net cash of $81,949
in operating activities from October 19, 2007 (date of inception) to December
31, 2008.




10




If
we are successful in consummating a business combination, we will incur
additional costs for personnel and business expansion. In order for us to
attract and retain quality personnel, we anticipate that we will need to offer
competitive salaries, issue common stock to consultants and employees and grant
stock options to future employees. We estimate that our expenses over the next
12 months (beginning April 2009) will be approximately $418,000 as described in
the table below. These estimates may change significantly depending on the
nature of our future business activities, our ability to raise capital from
shareholders or other sources and whether we continue our
operations.





Description
            Target
      completion date or period
            Estimated
      expenses
              ($)Due diligence
      of the potential target business
            12
      months
            20,000Legal and
      accounting fees related to the acquisition of the potential target
      business
            12
      months
            50,000Acquisition
      and development costs of the potential target business
            12
      months
            125,000Investor
      relations costs
            12
      months
            30,000Raise
      additional private or public equity (legal, accounting and marketing
      fees)
            May
      2009
            100,000Legal and
      professional fees
            12
      months
            50,000Travel and
      promotional expenses
            12
      months
            25,000Other general
      and administrative expenses
            12
      months
            18,000Total
            
            418,000





We
anticipate that we will not generate any revenues in the near future and we do
not anticipate achieving sufficient positive operating cash flow until we are
able complete a business combination and thus generate substantial revenues. It
may take several years for us to fully realize our business plan. There is no
assurance we will achieve profitability after completing a business
combination.





As
of December 31, 2008 we had cash of $1,551 in our bank accounts.  We
intend to meet the balance of our cash requirements for the next 12 months
through a combination of debt financing and equity financing by way of private
placements. We currently do not have any arrangements in place for the
completion of any further private placement financings and there is no assurance
that we will be successful in completing any further private placement
financings. There is no assurance that any financing will be available or if
available, on terms that will be acceptable to us. We may not raise sufficient
funds to fully carry out any business plan.




Results of
Operations




Lack of
Revenues




We
have earned no revenues and have sustained operational losses since our
inception on October 19, 2007 to December 31, 2008. As of December 31, 2008, we
had an accumulated deficit of $88,519. We anticipate that we will not earn any
revenues during the current fiscal year or in the foreseeable future, as we do
not have any operations and are presently engaged in seeking a business
combination with a target business. We anticipate that our business will incur
substantial losses in the next two years. We believe that our success depends on
our ability to complete a business combination and our ability to develop a
target business.





At
this time, our ability to generate any revenues continues to be uncertain. The
auditor's report on our audited financial statements on December 31, 2008 and
2007 contains an additional explanatory paragraph which identifies issues that
raise substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.




11




Expenses




From October 19,
2007 (date of inception) to December 31, 2008, our total expenses were $89,319.
The major components of our total expenses since inception to December 31, 2008
consist of: $12,918 for accounting and audit fees, $52,920 for professional
fees, $15,357 for filing fees, and $6,320 for mineral property acquisition costs
on the Crimson Queen Property which we have since abandoned.




Our total expenses
increased by $78,653 to $83,986 for the year ended December 31, 2008 from $5,333
for the period from October 19, 2007 (inception) to December 31, 2007. The
increase in total expenses was mainly due to increased accounting, audit and
legal fees and an increase in the time during which we were operating as we were
only incorporated on October 19, 2007.




For the same
reasons our accounting and audit fees increased by $12,918 to $12,918 for the
year ended December 31, 2008 from $nil for the period from October 19, 2007
(inception) to December 31, 2007, our professional fees increased by $42,254 to
$47,587 for the year ended December 31, 2008 from $5,333 for the period from
October 19, 2007 (inception) to October 31, 2007, our filing fees increased by
$15,357 to $15,357 for the year ended December 31, 2008 from $nil for the period
from October 19, 2007 (inception) to December 31, 2007, and our mineral property
acquisition costs increased by $6,320 to $6,320 for the year ended December 31,
2008 from $nil for the period from October 19, 2007 (inception) to December 31,
2007.




Net Loss




For the year ended
December 31, 2008 we incurred net loss of $83,986 compared to $5,333 for the
year ended December 31, 2007.  From October 19, 2007 (date of
inception) to December 31, 2008, we incurred an aggregate net loss of $89,319.
The net loss was primarily due to operating expenses related to accounting,
audit, and legal fees as well as mineral property costs and office
expenses.  We incurred net loss of $0.00 per share for the year ended
December 31, 2008 and a net loss of $0.00 per share for the year ended December
31, 2007.




Off-Balance
Sheet Arrangements





We
have no significant off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
our financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to our
stockholders.





Inflation





The effect of
inflation on our revenues and operating results has not been
significant.





12




Known
Material Trends and Uncertainties





Our continuation as
a going concern is dependent upon our ability to generate sufficient cash flow
from outside sources to sustain operations and meet our obligations on a timely
basis, and ultimately upon our ability to attain profitability. We have limited
capital with which to pursue our business plan. There can be no assurance that
we will have sufficient resources to complete any business combination or that
our future operations will be profitable after completing the business
combination.





These factors raise
substantial doubt about our ability to continue as a going concern. Our auditors
have issued a going concern opinion. This means that our auditors believe there
is substantial doubt that we can continue as an on-going business for the next
12 months. The financial statements do not include any adjustments that might
result from the uncertainty about our ability to continue our business.. The
threat that we will be unable to continue as a going concern will be eliminated
only when our revenues have reached a level that is able to sustain our business
operations.





We
plan to review and identify potential businesses for acquisitions or other
business combinations. Our management is unable to predict whether or when any
business combination will occur or the likelihood of any particular transaction
being completed on favorable terms and conditions. We may be unable to obtain
the necessary financing to complete any transactions and could financially
overextend ourselves. Acquisitions or other business combinations may present
financial, managerial and operational challenges, including difficulties in
integrating operations and personnel. Any failure to integrate new businesses or
manage any new transactions successfully could adversely affect our business and
future financial performance.





Critical
Accounting Policies





Our financial
statements are impacted by the accounting policies used and the estimates and
assumptions made by management during their preparation. A complete summary of
these policies is included in note 2 of the notes to our financial
statements. We have identified below the accounting policies that are of
particular importance in the presentation of our financial position, results of
operations and cash flows, and which require the application of significant
judgment by management.




Pre-exploration Stage
Company




We comply with the
Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and
Reporting by Development Stage Enterprises” and The Securities and Exchange
Commission Exchange Act Guide 7 for its characterization of us as
pre-exploration stage.




Foreign Currency Translation
and Transaction




Our functional
currency is the Canadian dollar.  We use the US dollar as our
reporting currency for consistency with the registrants of the Securities and
Exchange Commission (“SEC”) and in accordance with SFAS No. 52.




Assets and
liabilities denominated in a foreign currency at period-end are translated at
the exchange rate in effect at the balance sheet date and capital accounts are
translated at historical rates.  Income statement accounts are
translated at the average rates of exchange prevailing during the
period.  Any gains or losses arising as a result of such translations
are not included in operations, but are reported as a separate component of
equity as foreign currency translation adjustments, if applicable.




Transactions
undertaken in currencies other than the functional currency are translated using
the exchange rate in effect on the transaction date.  Any exchange
gains or losses are included in other income or expenses on the Statement of
Operations, if applicable.




Basic and Diluted Loss Per
Share




We report basic
loss per share in accordance with the FAS No. 128, “Earnings Per
Share”.  Basic loss per share is computed using the weighted average
number of shares outstanding during the period.  Diluted loss per
share has not been provided, as it would be anti-dilutive.




Item 7A.  Quantitative and Qualitative Disclosures About
Market Risk





Not
applicable.




13





Item 8.  Financial Statements and Supplementary
Data








CICERO
RESOURCES CORP.


(An Exploration
Stage Company)


FINANCIAL
STATEMENTS


December 31, 2008
and 2007


(Stated in US
Dollars)





Report of
      Independent Registered Public Accounting Firm by Kempisty & Company
      CPAS, P.C.
              F-1Balance
      Sheets
              F-2Statements of
      Operations
              F-3Statements of
      Cash Flows
              F-4Statements of
      Stockholders’ Deficiency
              F-5Notes to the
      Financial Statements
              F-6


14




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Directors,


Cicero Resources
Corp.


(An Exploration
Stage Company)





We have audited the
accompanying balance sheets of Cicero Resources Corp. (An Exploration Stage
Company) as of December 31, 2008 and 2007 and the related statements of
operations, cash flows and stockholders’ equity (deficiency) for the year ended
December 31, 2008, the period October 19, 2007 (Date of Inception) to December
31, 2007 and the period October 19, 2007 (Date of Inception) to December 31,
2008.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.





We conducted our
audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States of America).  Those standards require
that we plan and perform an audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.





In our opinion,
these financial statements referred to above present fairly, in all material
respects, the financial position of Cicero Resources Corp. (An Exploration Stage
Company) as of December 31, 2008 and 2007 and the results of its operations and
its cash flows for the year ended December 31,2008, the period October 19, 2007
(Date of Inception) to December 31, 2007 and the period October 19, 2007 (Date
of Inception) to December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.





The accompanying
financial statements referred to above have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to
the financial statements, the Company has a working capital deficiency and is
yet to attain profitable operations and is dependent on its ability to raise
capital from stockholders or other sources to sustain operations, which raise
substantial doubt about the Company’s ability to continue as a going
concern.  Management’s plan in regard to these matters is also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.





/s/ Kempisty &
Company CPAs P.C.








Kempisty &
Company


Certified Public
Accountants, P.C.


New York, New
York


March 26,
2009





F-1





CICERO
RESOURCES CORP.


(An Exploration
Stage Company)


BALANCE
SHEETS


December 31, 2008
and 2007


(Stated in US
Dollars)




2008
              
              
              2007ASSETSCurrent
      assetsCash and cash
    equivalents
              
              $
              1,551
              
              
              $
              47,491Accounts receivable
              
              
              12
              
              
              
              12Total current
      assets
              
              
              1,563
              
              
              
              47,503Total
      Assets
              
              $
              1,563
              
              
              $
              47,503LIABILITIES AND STOCKHOLDER’S
      EQUITYCurrent
      liabilitiesAccounts payable and accrued
      liabilities
              
              $
              7,382
              
              
              $
              5,336Total current
      liabilities
              
              
              7,382
              
              
              
              5,336Stockholder’s
      Equity (Deficiency)-
              
              
              
              -Preferred Stock, $0.00001 par value; authorized20,000,000 shares,
      none issued  and outstandingCommon Stock, $0.00001 par value; authorized150,000,000 shares,
      issued and outstanding 34,040,000 and 29,000,000 shares,
      respectively
              
              
              340
              
              
              
              290Additional Paid in Capital
              
              
              83,160
              
              
              
              47,210Deficit
      accumulated during the Exploration stage
              
              
              (89,319
              )
              
              
              (5,333
              )Total
      Stockholder’s Equity (Deficiency)
              
              
              (5,819
              )
              
              
              42,167$
              1,563
              
              
              $
              47,503Total
      Liabilities and Stockholder’s Equity (Deficiency)
 (The
accompanying notes are an integral part of the consolidated financial
statements.)






F-2




CICERO
RESOURCES CORP.


(An Exploration
Stage Company)


STATEMENTS OF
OPERATIONS


(Stated in US
Dollars)











Year
      endedDecember 31, 2008
            
            
            October
      19,2007 (Date of Inception) to December 31,
      2007
            
            
            October
      19,2007(Date of Inception) to December 31,
      2008Operating
      ExpensesAccounting and audit
    fees
            
            $
            12,918
            
            
            $
            -
            
            
            $
            12,918Bank charges and
    interest
            
            
            304
            
            
            
            -
            
            
            
            304Filing fees
            
            
            15,357
            
            
            
            -
            
            
            
            15,357Mineral
      property acquistion cost
            
            
            6,320
            
            
            
            -
            
            
            
            6,320Professional fees
            
            
            47,587
            
            
            
            5,333
            
            
            
            52,920Rent
            
            
            1,500
            
            
            
            -
            
            
            
            1,500Total
      Operating expenses
            
            
            83,986
            
            
            
            5,333
            
            
            
            88,519Net
      loss
            
            $
            (83,986
            )
            
            $
            (5,333
            )
            
            $
            (89,319
            )Basic and
      diluted loss per share
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average number of shares outstanding
            
            
            34, 338,630
            
            
            
            7,054,794








(The
accompanying notes are an integral part of the consolidated financial
statements.)
  F-3





CICERO
RESOURCES CORP.


(An Exploration
Stage Company)


STATEMENTS OF CASH
FLOWS


(Stated in US
Dollars)





Year
      ended December 31,2008
            
            
            October
      19,2007 (Date of Inception) to December 31,
      2007
            
            
            October
      19,2007(Date of Inception) to December 31,
      2008Cash Flows
      used in Operating ActivitiesNet loss for the period
            
            $
            (83,986
            )
            
            $
            (5,333
            )
            
            $
            (89,319
            )Change in operating assets &
      liabilities:(Increase)/Decrease
      Accounts receivable
            
            
            -
            
            
            
            (12
            )
            
            
            (12
            )Increase/(Decrease) Accounts payable
      and    accrued liabilities
            
            
            2,046
            
            
            
            5,336
            
            
            
            7,382Net cash used
      in operating activities
            
            
            (81,940
            )
            
            
            (9
            )
            
            
            (81,949
            )Cash Flows
      provided by (used in) Financing ActivitiesStock issued for cash
            
            
            36,000
            
            
            
            47,500
            
            
            
            83,500Net cash
      provided by financing activities
            
            
            36,000
            
            
            
            47,500
            
            
            
            83,500Increase
      (decrease) in cash during the period
            
            
            (45,940
            )
            
            
            47,491
            
            
            
            1,551Cash,
      beginning of the period
            
            
            47,491
            
            
            
            -
            
            
            
            -Cash, end of
      the period
            
            $
            1,551
            
            
            $
            47,491
            
            
            $
            1,551





(The
accompanying notes are an integral part of the consolidated financial
statements.)


F-4








CICERO
RESOURCES CORP.


(An
Exploration Stage Company)


STATEMENTS OF
STOCKHOLDERS' DEFICIENCY


For the year ended
December 31, 2008 and


for the period
October 19, 2007 (Date of Inception) to December 31, 2007


(Stated in US
Dollars)











Common
      Stock $0.00001 par value
              
              
              AdditionalPaid-inCapital
              
              
              DeficitAccumulatedDuring
      theExplorationStage
              
              
              TotalIssuedShares
              
              
              AmountCommon stock
      issued for cash- Initial capitalization - at
      $0.0015
              
              
              25,000,000
              
              
              $
              250
              
              
              $
              37,250
              
              
              $
              -
              
              
              $
              37,500- Pursuant to subscription agreements
      - at $0.0025
              
              
              4,000,000
              
              
              
              40
              
              
              
              9,960
              
              
              
              -
              
              
              
              10,000Net loss for
      the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (5,333
              )
              
              
              (5,333
              )Balance,
      December 31, 2007
              
              
              29,000,000
              
              
              
              290
              
              
              
              47,210
              
              
              
              (5,333
              )
              
              
              42,167Common stock
      issued for cash- Pursuant to subscription agreements
      - at $0.0025
              
              
              8,000,000
              
              
              
              80
              
              
              
              19,920
              
              
              
              -
              
              
              
              20,000- Pursuant to subscription agreements
      - at $0.40
              
              
              40,000
              
              
              
              -
              
              
              
              16,000
              
              
              
              -
              
              
              
              16,000-
      Pursuant to cancellation agreements
              
              
              (3,000,000
              )
              
              
              (30
              )
              
              
              30Net loss for
      the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (83,986
              )
              
              
              (83,986
              )Balance,
      December 31, 2008
              
              
              34,040,000
              
              
              $
              340
              
              
              $
              83,160
              
              
              $
              (89,319
              )
              
              $
              (5,819
              )




(The
accompanying notes are an integral part of the consolidated financial
statements.)


F-5





CICERO
RESOURCES CORP.


(An
Exploration Stage Company)


NOTES TO THE
FINANCIAL STATEMENTS


December 31,
2008


(Stated in US
Dollars)







NOTE
1 – NATURE AND CONTINUANCE OF OPERATIONS/GOING CONCERN




Cicero Resources
Corp. (the “Company”) was incorporated in the State of Nevada on October 19,
2007. The Company is an Exploration Stage Company as defined by Statement of
Financial Accounting Standards (“SFAS”) No. 7. The Company has acquired an
option to purchase a mineral property located in the Sunset Mining District
within the southwestern corner of the state of Nevada, U.S.A. and has not yet
determined whether this property contains reserves that are economically
recoverable. As of January 30, 2009, due to a lack of funding, the Company did
not make the request payment to keep the option agreement in force; therefore,
the agreement is considered terminated




At
December 31, 2008, substantially all of the Company’s assets and operations are
located and conducted in Canada.




These financial
statements have been prepared in accordance with generally accepted accounting
principles applicable to a going concern, which assumes that the Company will be
able to meet its obligations and continue its operations for its next fiscal
year.  Realization values may be substantially different from carrying
values as shown and these consolidated financial statements do not give effect
to adjustments that would be necessary to the carrying values and classification
of assets and liabilities should the Company be unable to continue as a going
concern.  At December 31, 2008, the Company had not yet achieved
profitable operations, has accumulated losses of $89,319 since its inception,
has a deficit in working capital of $5,819 and may incur further losses in the
development of its business, all of which casts substantial doubt about the
Company’s ability to continue as a going concern.  The Company’s
ability to continue as a going concern is dependent upon its ability to generate
future profitable operations and/or to obtain the necessary financing to meet
its obligations and repay its liabilities arising from normal business
operations when they come due.




NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




The financial
statements of the Company have been prepared in accordance with accounting
principles generally accepted in the United States of
America.  Because a precise determination of many assets and
liabilities is dependent upon future events, the preparation of financial
statements for a period necessarily involves the use of estimates, which have
been made using careful judgment.  Actual results may vary from these
estimates.




The financial
statements have, in management’s opinion, been properly prepared within the
framework of the significant accounting policies summarized below:




Pre-exploration Stage
Company




The Company
complies with the Statement of Financial Accounting Standard (“SFAS”) No. 7
“Accounting and Reporting by Development Stage Enterprises” and The Securities
and Exchange Commission Exchange Act Guide 7 for its characterization of the
Company as pre-exploration stage.




F-6




NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)




Mineral Property
Costs




The Company has
been in the exploration stage since its incorporation and inception on October
19, 2007 and has not yet realized any revenues from its planned operations. It
is primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition costs are capitalized and are charged to operations
as the value is impaired. Exploration costs are expensed until proven and
probable reserves are established. When it has been determined that a mineral
property can be economically developed as a result of establishing proven and
probable reserves, the costs incurred to develop such property are capitalized.
Such costs will be amortized using the units-of-production method over the
estimated life of the probable reserves.




Environmental
Costs




Environmental
expenditures that relate to current operations are expensed or capitalized as
appropriate.  Expenditures that relate to an existing condition caused
by past operations, and which do not contribute to current or future revenue
generation, are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated.  Generally, the timing of these accruals coincides with the
earlier of completion of a feasibility study or the Company’s commitments to a
plan of action based on the then known facts.




Foreign Currency Translation
and Transaction




The Company’s
functional currency is the Canadian dollar.  The Company uses the
United States of America dollar as its reporting currency for consistency with
the registrants of the Securities and Exchange Commission (“SEC”) and in
accordance with SFAS No. 52.




Assets and
liabilities denominated in a foreign currency at period-end are translated at
the exchange rate in effect at the balance sheet date and capital accounts are
translated at historical rates.  Income statement accounts are
translated at the average rates of exchange prevailing during the
period.  Any gains or losses arising as a result of such translations
are not included in operations, but are reported as a separate component of
equity as foreign currency translation adjustments, if applicable.




Transactions
undertaken in currencies other than the functional currency are translated using
the exchange rate in effect on the transaction date.  Any exchange
gains or losses are included in other income or expenses on the Statement of
Operations, if applicable.




Financial
Instruments




The carrying value
of bank indebtedness, accounts payable and accrued liabilities, loan payable to
related party approximates their fair value because of the short-term maturity
nature of these instruments.  Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments.




Income
Taxes




The Company uses
the assets and liability method of accounting for income taxes pursuant to SFAS
No. 109, “Accounting for Income Taxes”.  Under the assets and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences
between the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.




F-7




NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)




Basic and Diluted Loss Per
Share




The Company reports
basic loss per share in accordance with the FAS No. 128, “Earnings Per
Share”.  Basic loss per share is computed using the weighted average
number of shares outstanding during the period.  Diluted loss per
share has not been provided, as it would be anti-dilutive.




Stock-based
Compensation




Stock-based
compensation is accounted for at fair value in accordance with SFAS Nos 123 and
123R. To date, the Company has not adopted a stock option plan and has not
granted any stock options.




Cash and Cash
Equivalents




The Company
considers all highly liquid instruments with a maturity of three months or less
at the time of issuance to be cash equivalents.




New Accounting
Pronouncements




In December 2007,
the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, (revised
2007), "Business Combinations".  SFAS 141(R) applies the acquisition
method of accounting for business combinations established in SFAS 141 to all
acquisitions where the acquirer gains a controlling interest, regardless of
whether consideration was exchanged.  Consistent with SFAS 141, SFAS
141(R) requires the acquirer to fair value the assets and liabilities of the
acquiree and either record goodwill or gain on bargain purchases, with main
difference the application to all acquisitions where control is
achieved.  SFAS 141(R) is effective for financial statements issued
for fiscal years beginning on or after December 15, 2008.  The
adoption of this statement is not expected to have a material effect on the
Company's future financial position or results of operations.




In
December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements – An amendment of ARB No. 51".  SFAS
160 requires companies with noncontrolling interests to disclose such interests
clearly as a portion of equity but separate from the parent's
equity.  The noncontrolling interest's portion of net income must also
be clearly presented on the Income Statement.  SFAS 160 is effective
for financial statements issued for fiscal years beginning on or after December
15, 2008.  The adoption of this statement is not expected to have a
material effect on the Company's future financial position or results of
operations.




In
March 2008, the FASB issued SFAS No. 161 ("SFAS 161"), "Disclosures about
Derivative Instruments and Hedging Activities".  SFAS 161 requires
companies with derivative instruments to disclose information that should enable
financial-statement users to understand how and why a company uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under FASB Statement No. 133 "Accounting for Derivative Instruments and
Hedging Activities" and how derivative instruments and related hedged items
affect a company's financial position, financial performance and cash
flows.  SFAS 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15,
2008.  The adoption of this statement is not expected to have a
material effect on the Company's future financial position or results of
operations.






F-8







NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)






New Accounting
Pronouncements (Continued)




In May 2008, the
FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles".  SFAS 162 identifies the sources of accounting principles
and the framework for selecting the principles to be used in the preparation of
financial statements of non-governmental entities that are presented in
conformity with generally accepted accounting principles in the United
States.  It is effective 60 days following the SEC's approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, "The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles".  The adoption of this statement is not expected to have a
material effect on the Company's financial statements.




In
April 2008, the FASB issued FSP No. 142-3, "Determination of the Useful Life of
Intangible Assets" ("FSP 142-3").  FSP 142-3 amends the factors an
entity should consider in developing renewal or extension assumptions used in
determining the useful life of recognized intangible assets under FASB Statement
No. 142, "Goodwill and Other Intangible Assets".  This new guidance
applies prospectively to intangible assets that are acquired individually or
with a group of other assets in business combinations and asset
acquisitions.  FSP 142-3 is effective for financial statements issued
for fiscal years and interim periods beginning after December 15,
2008.  Early adoption is prohibited.  The adoption of this
statement is not expected to have a material effect on the Company's financial
statements.




In
May 2008, FASB issued FASB Staff Position ("FSP") APB 14-1, "Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)" ("FSP APB 14-1").  FSP APB 14-1
clarifies that convertible debt instruments that may be settled in cash upon
either mandatory or optional conversion (including partial cash settlement) are
not addressed by paragraph 12 of APB Opinion No. 14, "Accounting for Convertible
Debt and Debt issued with Stock Purchase Warrants."  Additionally, FSP
APB 14-1 specifies that issuers of such instruments should separately account
for the liability and equity components in a manner that will reflect the
entity's nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods.  FSP APB 14-1 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years.  We will adopt FSP APB 14-1
beginning in the first quarter of fiscal year 2010, and this standard must be
applied on a retrospective basis.  The adoption of this statement is
not expected to have a material effect on the Company's financial
statements.




FASB has issued
SFAS No. 163, “Accounting for Financial Guarantee Insurance
Contracts.”  SFAS No. 163 clarifies how SFAS No. 60, “Accounting and
Reporting by Insurance Enterprises,” applies to financial guarantee insurance
contracts issued by insurance enterprises, and addresses the recognition and
measurement of premium revenue and claim liabilities.  It requires
expanded disclosures about contracts, and recognition of claim liability prior
to an event of default when there is evidence that credit deterioration has
occurred in an insured financial obligation.  It also requires
disclosure about (a) the risk-management activities used by an insurance
enterprise to evaluate credit deterioration in its insured financial
obligations, and (b) the insurance enterprise's surveillance or watch
list.  The adoption of this statement is not expected to have a
material effect on the Company's financial statements.




NOTE
3 – COMMON STOCK




On December 12,
2007, the Company sold 25,000,000 shares of our common stock to First Centerline
Investments Ltd., a Nevada corporation controlled by our sole director and
officer, Tom Alexiou, at $0.0015 per share for cash proceeds of $37,500. These
securities were issued without a prospectus pursuant to Section 4(2) of the
Securities Act.




On December 21,
2007, the Company sold 4,000,000 shares and on January 30, 2008, we sold
8,000,000 shares of our common stock to six investors, at $0.0025 per share for
cash proceeds of $10,000 and $20,000, respectively. These securities were issued
without a prospectus pursuant to Regulation S of the Securities
Act.




On January 30,
2008, the Company issued 8,000,000 shares of common stock to non-us people at
$0.0025 per share for proceeds of $20,000.




On
February 19, 2008, the Company sold 40,000 shares of our common stock to 32
investors at $0.40 per share for cash proceeds of $16,000. These securities were
issued without a prospectus pursuant to Regulation S of the Securities
Act.




On
April 28, 2008, the Company entered into agreements with our 6 investors who
purchased an aggregate of 12,000,000 shares of our common stock, to cancel an
aggregate of 3,000,000 shares of our common stock; 500,000 shares of our common
stock per investor. We felt that this would benefit the company by decreasing
the amount of shares which were sold at a very low price and in consideration we
agreed to register an aggregate of 240,000 shares of our common stock held by
the 6 investors; 40,000 shares of our common stock per investor.






F-9




NOTE
4 – INCOME TAXES




The components of
the Company's tax provision are as follows:


December
      31,2008
              
              
              2007Current
      income tax expense (benefit)
              
              $
              (14,000
              )
              
              $
              (900
              )Deferred
      income tax
              
              
              14,000
              
              
              
              900$
              -
              
              
              $
              -




Deferred income
taxes reflect the net income tax effect of temporary differences between the
carrying amounts of the assets and liabilities for financial reporting purposes
and amounts used for income taxes. The Company's deferred income tax assets and
liabilities consist of the following:




December
      31,2008
            
            
            2007Net operating
      loss carryforward
            
            $
            28,000
            
            
            $
            1,800Deferred tax
      asset
            
            
            28,000
            
            
            
            1,800Valuation
      allowance
            
            
            (28,000
            )
            
            
            (1,800
            )Net deferred
      tax asset
            
            $
            -
            
            
            $
            -





Net operating loss
carryforward's totaled approximately $89,000 at December 31, 2008. The net
operating loss carryforwards will begin to expire in the year 2028 if not
utilized. After consideration of all the evidence, both positive and negative,
management has recorded a valuation allowance at December 31, 2008 due to the
uncertainty of realizing the deferred tax assets.





The following is a
reconciliation of the income tax computed at the U.S. Federal statutory rate to
income tax expense for the year ended December 31, 2008 and the period October
19, 2007 (inception) through December 31, 2007:




For
      the PeriodOctober
      19, 2007For
      the Year Ended
            
            
            (inception)
      throughDecember
      31,2008
            
            
            December
      31,2007Tax expense
      (benefit) at Federal rate (34%)
            
            $
            (30,000
            )
            
            $
            (1,800
            )Federal
      bracket adjustment
            
            
            15,000
            
            
            
            900Change in
      valuation allowance
            
            
            15,000
            
            
            
            900Net income
      tax (benefit) allowance
            
            $
            -
            
            
            $
            -










F-10




NOTE
5 – RELATED PARTY TRANSACTIONS




Pursuant to a
consulting agreement (the “Agreement”) between the Company and Ms. Williams
entered into on September 11, 2008, Ms. Williams will provide all services
expected from a director and Chief Executive Officer of a
company.  The Agreement is effective as of September 11, 2008 and
continues until terminated by either Ms. Williams or the Company.  Ms.
Williams will receive a monthly base salary of $200. Ms. Williams’ salary will
increase to $5,000 per month if the Company receives an aggregate of $500,000 in
financing.




On
December 12, 2007, the Company sold 25,000,000 shares of our common stock to
First Centerline Investments Ltd., a Nevada corporation controlled by our sole
director and officer, Tom Alexiou, at $0.0015 per share for cash proceeds of
$37,500. These securities were issued without a prospectus pursuant to Section
4(2) of the Securities Act.




NOTE
6 – CONTINGENCY




The Company may in
the future decide to engage in a “reverse acquisition” transaction and acquire a
target company in an unrelated business through the delivery of sufficient
common stock to the stockholders of the target company to result in a change in
control of the Company after the transaction. The SEC may categorize the Company
as a “shell company” prior to such a transaction and subject the Company to more
stringent disclosure rules regarding any reverse acquisition
transaction.




Office space is
provided to the Company’s legal firm at approximately $250 per
month.




NOTE
7 – MINING ACQUISITIONS




On
January 30, 2008, the Company entered into an option agreement with Multi Metal
Mining Corp to acquire an undivided 100% interest in a certain lode mining claim
known as the Crimson Queen lode mining claim located in Clark County
Nevada.




The terms of the
agreement are:




·
            $6,000 cash
      payment upon execution of the option agreement
  (paid)




·
            $50,000 cash
      payment within one year of
execution




·
            An additional
      $200,000 in cash payments and 1,000,000 common shares issued by the
      Company to Multi Metal Mining Corp within two years of executing the
      agreement.




The Company has not
made the $50,000 payment due by January 30, 2009 to maintain its option on the
mining claim. The option agreement is considered terminated.




F-11




Item 9.  Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure





During the year
ended December 31, 2008, there have been no changes in or disagreements with our
principal independent accountants.





Item 9A.  Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





In
connection with the preparation of this annual report, an evaluation was carried
out by our management, with the participation of our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”)) as ofDecember 31,
2008.  Disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports filed or submitted under the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosures.




Based on that
evaluation, our management concluded, as of the end of the period covered by
this annual report, that our disclosure controls and procedures wereeffective in recording,
processing, summarizing and reporting information required to be disclosed,
within the time periods specified in the SEC’s rules and forms, andthatsuch information wasnotaccumulated and
communicated to management, including the Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required
disclosures.





Management Report on
Internal Control Over Financial Reporting





This annual report
does not include a report of management's assessment regarding internal control
over financial reporting or an attestation report of the company's registered
public accounting firm due to a transition period established by rules of the
Securities and Exchange Commission for newly public companies.




Changes in Internal
Controls





During the quarter
ended December 31, 2008 there were no changes in our internal control over
financial reporting that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.





Item 9B.  Other Information





None.






15


PART
III





Item 10.  Directors, Executive Officers and Corporate
Governance





The following table
sets forth the name, age and position of our sole executive officer and director
of as of March 31, 2009.





Name
            Age
            PositionMelanie
      Williams
            28
            President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer, Director





Our sole director
will serve as a director until our next annual shareholder meeting or until his
successor is elected who accepts the position. Officers hold their positions at
the will of our Board of Directors, absent any employment agreement. There are
no arrangements, agreements or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management of our
affairs.





Biography





Melanie
Williams, President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Secretary, Treasurer and Director





Melanie Williams
has been our President, Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, Secretary, Treasurer and Director since September
11, 2008.




Ms. Williams holds
a Bachelor of Commerce degree with majors in Marketing and Management from Mount
Allison University in Sackville, NB where she was on the Dean’s list for the
2001-2002 academic year.  While in Sackville she worked as a Business
Development Officer helping small business owners in the community with
marketing/business plans, market research and feasibility studies as well as
obtaining funding for new business ventures.




Upon graduation in
2003, Ms. Williams began employment with HBC where she served as a marketing
specialist.  In 2004 Ms. Williams was retained as a customer service
professional with a privately owned personal hygiene company.  In four
years with the company, Ms. Williams moved through the ranks as a team leader,
Supervisor, Manager and finally Business Analyst. From May 2008 to the present,
Ms. Williams has been employed within the Marketing/Research and Development
team as an Assistant Product Manager.




Ms. Williams is
currently enrolled in the final year of her MBA at the Université de Moncton in
Moncton, NB with graduation slated for October of 2009.  Ms. Williams
holds no directorships in any other public companies.




Board of Directors and
Director Nominees





Our sole officer
and director, Melanie Williams, is currently the only member of our Board of
Directors. We do not have a nominating committee of the Board, since the Board
as a whole selects individuals to stand for election as members. Since the Board
does not include a majority of independent directors, the decisions of the Board
regarding director nominees are made by persons who have an interest in the
outcome of the determination. The Board will consider candidates for directors
proposed by security holders, although no formal procedures for submitting
candidates have been adopted. Unless otherwise determined, at any time not less
than 90 days prior to the next annual Board meeting at which the slate of
director nominees is adopted, the Board will accept written submissions from
proposed nominees that include the name, address and telephone number of the
proposed nominee; a brief statement of the nominee’s qualifications to serve as
a director; and a statement as to why the security holder submitting the
proposed nominee believes that the nomination would be in the best interests of
the security holders. If the proposed nominee is not the same person as the
security holder submitting the name of the nominee, a letter from the nominee
agreeing to the submission of his or her name for consideration should be
provided at the time of submission. The letter should be accompanied by a résumé
supporting the nominee's qualifications to serve on the Board, as well as a list
of references.




16





The Board
identifies director nominees through a combination of referrals from different
people, including management, existing Board members and security holders. Once
a candidate has been identified, the Board reviews the individual's experience
and background and may discuss the proposed nominee with the source of the
recommendation. If the Board believes it to be appropriate, Board members may
meet with the proposed nominee before making a final determination whether to
include the proposed nominee as a member of the slate of director nominees
submitted to security holders for election to the Board.





Among the factors
that the Board considers when evaluating proposed nominees are their knowledge
of and experience in business matters, finance, capital markets and mergers and
acquisitions. The Board may request additional information from each candidate
prior to reaching any determination. The Board is under no obligation to
formally respond to all recommendations, although as a matter of practice, it
will endeavor to do so.





Director
Independence





Our securities are
quoted on the OTC Bulletin Board which does not have any director independence
requirements. Once we engage further directors and officers, we plan to develop
a definition of independence and scrutinize our Board of Directors with regard
to this definition.





Audit
Committee





The functions of
the audit committee are currently carried out by our Board of Directors. Our
Board has determined that we do not have an audit committee financial expert on
our Board carrying out the duties of the audit committee. The Board has
determined that the cost of hiring a financial expert to act as a director and
to be a member of the audit committee or otherwise perform audit committee
functions outweighs the benefits of having a financial expert on the audit
committee.





Significant
Employees





Other than our sole
officer and director, we do not expect any other individuals to make a
significant contribution to our business.





Family
Relationships





There are no family
relationships among our officers or directors.





No Legal
Proceedings





None of our
directors, executive officers, promoters or control persons has been involved in
any of the following events during the past five years:





·
            any
      bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that
  time;





·
            any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





·
            being subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or





·
            being found
      by a court of competent jurisdiction (in a civil action), the SEC or the
      Commodity Futures Trading Commission to have violated a federal or state
      securities or commodities law, and the judgment has not been reversed,
      suspended, or vacated.




17





Section 16(a) Beneficial
Ownership Compliance Reporting





Section 16(a) of
the Exchange Act requires our executive officers and directors, and persons who
beneficially own more than 10% of our equity securities (collectively, the
“Reporting Persons”), to file reports of ownership and changes in ownership with
the SEC. Reporting Persons are required by SEC regulation to furnish us with
copies of all forms they file pursuant to Section 16(a).  As we do not
have any securities registered under Section 12 of the Securities Exchange Act
of 1934, none of our Reporting Persons are required to file reports of ownership
and changes in ownership with the SEC.





Code of
Ethics





We
have not yet adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because we have not yet
finalized the content of such a code.





Item 11.  Executive Compensation





The following table
sets forth, as of December 31, 2008, the compensation paid to our President and
Chief Executive Officer and our Chief Financial Officer during the last two
completed fiscal years. No other officers or directors received annual
compensation in excess of $100,000 during the last two completed fiscal
years.





Summary
      Compensation Table (1)Name
      and Principal Position
            Year
            Salary
      ($)
            Total
      ($)Tom Alexiou
      (2)
            2007
            0
            02008
            0
            0Melanie
      Williams (3)
            2008
            800
      (4)
            800





(1)
            Pursuant to
      Item 402(a)(5) of Regulation S-K tables and columns have been omitted
      where no compensation has been
awarded.





(2)
            Tom Alexiou
      was our President, Chief Executive Officer, Chief Financial Officer,
      Principal Accounting Officer, Secretary, Treasurer and director from
      inception on October 19, 2007 to September 11,
  2008.





(3)
            Melanie
      Williams has been our our President, Chief Executive Officer, Chief
      Financial Officer, Principal Accounting Officer, Secretary, Treasurer and
      director since September 11, 2008.





(4)
            Consists of a
      monthly fee of $200 for management
services.





We
have made no grants of stock options or stock appreciation rights from October
19, 2007 (inception) to December 31, 2008.





Pension, Retirement or
Similar Benefit Plans





There are no
arrangements or plans in which we provide pension, retirement or similar
benefits to our directors or executive officers. We have no material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of the Board of Directors or a committee
thereof.




18


Compensation
Committee





We
currently do not have a compensation committee of the Board of Directors. The
Board as a whole determines executive compensation.





Compensation of
Directors





We
reimburse our directors for expenses incurred in connection with attending board
meetings but did not pay director's fees or other cash compensation for services
rendered as a director in the year ended December 31, 2008.





We
have no standard arrangement pursuant to which our directors are compensated for
their services in their capacity as directors. The Board of Directors may award
special remuneration to any director undertaking any special services on behalf
of our company other than services ordinarily required of a director. No
director received and/or accrued any compensation for services as a director,
including committee participation and/or special assignments.





Change of
Control





As
of March 31, 2009 we had no pension plans or compensatory plans or other
arrangements which provide compensation in the event of a termination of
employment or a change in our control.




Compensation Committee
Interlocks and Insider Participation




We
do not currently have a compensation committee of the Board of Directors or a
committee performing similar functions. The Board of Directors as a whole
participates in the consideration of executive officer and director
compensation.




Compensation Committee
Report






Our Chief Financial
Officer and Chief Executive Officer has reviewed the Compensation Discussion and
Analysis and the requirements pertaining to this item. She has determined that
no disclosure is necessary as we have not adopted any compensation programs and
we have approved that a statement to that effect be disclosed in this Form
10-K.






19




Item 12.  Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.





The following table
sets forth certain information concerning the number of shares of our common
stock owned beneficially as of March 31, 2009 by: (i) each of our directors,
(ii) each of our named executive officers, and (iii) owners of 5% or more of our
common stock. There was no other person or group known by us to beneficially own
more than 5% of the outstanding shares of our common stock. Unless otherwise
indicated, the persons listed below possess sole voting and investment power
with respect to the shares they own. The number of shares described below
includes shares which the beneficial owner described has the right to acquire
within 60 days of the date of this annual report.





Title
      of Class
            Name
      & Address ofBeneficial
      Owner
            Number
      of Shares (1)
            Percentage(%)
      (2)Common
      Stock
            None
            0
            0All
      Officers and Directors as a Group
            0
            0Common
      Stock
            First
      Centerline Investments Ltd. (3)
              PMB #2385 502
      E. John Street. Room E, Caron City, NV, 89706
            25,000,000
            73All
      Other Shareholders
            25,000,000
            73





(1)
            The number
      and percentage of shares beneficially owned is determined under rules of
      the SEC and the information is not necessarily indicative of beneficial
      ownership for any other purpose. Under such rules, beneficial ownership
      includes any shares as to which the individual has sole or shared voting
      power or investment power and also any shares which the individual has the
      right to acquire within 60 days through the exercise of any stock option
      or other right. The persons named in the table have sole voting and
      investment power with respect to all shares of common stock shown as
      beneficially owned by them, subject to community property laws where
      applicable and the information contained in the footnotes to this
      table.


(2)
            Based on
      34,040,000 issued and outstanding shares of our common stock as of March
      31, 2009.


(3)
            Tom Alexiou,
      our former director, President, CEO, and CFO, owns and controls First
      Centerline Investments Ltd.





Item 13.  Certain Relationships, Related Transactions and
Director Independence




Pursuant to a
consulting agreement between us and Melanie Williams, our sole director and
officer, entered into on September 11, 2008, Ms. Williams will provide all
services expected from a director and Chief Executive Officer of a
company.  The agreement is effective as of September 11, 2008 and
continues until terminated by either Ms. Williams or the Company.  Ms.
Williams will receive a monthly base salary of $200. Ms. Williams’ salary will
increase to $5,000 per month if the Company receives an aggregate of $500,000 in
financing.  During the year ended December 31, 2008, we accrued $800
for a salary to Ms. Williams.




During the year
ended December 31, 2008, we had not entered into any transactions with our sole
officer and director, our former sole officer and director, or persons nominated
for these positions, beneficial owners of 5% or more of our common stock, or
family members of these persons wherein the amount involved in the transaction
or a series of similar transactions exceeded the lesser of $120,000 or 1% of the
average of our total assets for the last three fiscal years.





20




Item 14.  Principal Accountant Fees and
Services





Audit and Non-Audit
Fees





The following table
sets forth the fees for professional audit services and the fees billed for
other services rendered by our auditors in connection with the audit of our
financial statements for the years ended December 31, 2008 and 2007, and any
other fees billed for services rendered by our auditors during these
periods.





Kempisty
      & Company CPAs PCPeriod
      from October 19, 2007 to December 31, 2007Audit
      fees
            
            $
            5,000Audit-related
      fees
            
            
            0Tax
      fees
            
            
            0All other
      fees
            
            
            0Total
            
            $
            5,000








Kempisty
      & Company CPAs PCPeriod
      from January 1, 2008 to December 31, 2008Audit
      fees
            
            $
            9,500Audit-related
      fees
            
            
            0Tax
      fees
            
            
            0All other
      fees
            
            
            0Total
            
            $
            9,500








Since our
inception, our Board of Directors, performing the duties of the audit committee,
has reviewed all audit and non-audit related fees at least annually. The Board,
acting as the audit committee, pre-approved all audit related services for the
year ended December 31, 2008.






21




PART
IV





Item 15.  Exhibits, Financial Statement
Schedules





(a)(1) Financial
Statements





See our Financial
Statements set forth on page F-1 of this annual report.





(a)(2) Financial Statement
Schedules





None. The financial
statement schedules are omitted because they are inapplicable or the requested
information is shown in our financial statements or the related notes
thereto.





Exhibits





Exhibit
              Number
            Exhibit
              Description31.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 200232.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002














22




SIGNATURES





Pursuant to the
requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





CICERO
      RESOURCES CORP.Date:
      March 31, 2009
            By:
            /s/
      Melanie WilliamsMelanie
      WilliamsPresident,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer,
Director





Pursuant to the
requirements of the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





SIGNATURES
            
            TITLE
            
            DATE/s/
      Melanie WilliamsMelanie
      Williams
            
            President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer, Director
            
            March 31,
      2009