UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549




FORM
10-Q




x QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarterly
period ended March 31,
2009




o TRANSITION REPORT
UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT




For the transition
period from _________ to _________




Commission File
Number: 333-150831




Cicero
Resources Corp.


(Name of Small
Business Issuer in its charter)




Nevada
            None(state or
      other jurisdiction of incorporation
      or organization)
            (I.R.S.
      Employer I.D. No.)





7251
W. Lake Mead Blvd, Suite 300


Las
Vegas NV 89128


(Address of
principal executive offices)




(702) 562
4308


Issuer’s telephone
number




Indicate by check
mark whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.  Yes  þ   No
o




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





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




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




APPLICABLE
ONLY TO CORPORATE ISSUERS




As of May 15, 2009, the registrant
had 34,040,000shares of
common stock outstanding.









Table
of Contents






PART I - FINANCIAL
      INFORMATIONItem 1.
                  Financial Statements
                  2Item 2.
                  Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
                  3Item 3.
                  Quantitative and Qualitative Disclosures About
      Market Risk.
                  6Item 4.
                  Controls and
    Procedures.
                  7PART II – OTHER
    INFORMATIONItem 1.
                  Legal Proceedings.
                  7Item 1A.
                  Risk Factors.
                  7Item 2.
                  Unregistered Sales of Equity
      Securities and Use of Proceeds.
                  7Item 3.
                  Defaults Upon Senior
      Securities.
                  7Item 4.
                  Submission of Matters to a Vote of Security
      Holders.
                  7Item 5.
                  Other Information.
                  7Item 6.
                  Exhibits
                  8




1




PART I - FINANCIAL INFORMATION






Item 1. Financial Statements






The financial
statements of Cicero Resources Corp. (the “Company”, "Cicero", "we", "our",
"us"), included herein were prepared, without audit, pursuant to rules and
regulations of the Securities and Exchange Commission. Because certain
information and notes normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America were condensed or omitted pursuant to such rules and regulations, these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the audited financial statements of the Company as
included in the Company’s Form 10-K for the period ended December 31,
2008.





Cicero Resources
Corp.


Report
and Financial Statements


(An Exploration
Stage Company)


(Unaudited)




March 31,
2009





Balance Sheets
                F-1Statements of Operations
                F-2Statements of Stockholder’s
      Deficiency
                F-3Statements of Cash Flows
                F-4Notes to the Financial Statements
                F-5


2




Cicero
Resources Corp.


(An
Exploration Stage Company)


Balance Sheets


(In
US Dollars)




March
      31, 2009
            
            
            December
      31, 2008(unaudited)AssetsCurrent
      AssetsCash and cash
      equivalents
            
            $
            672
            
            
            $
            1,551Accounts
      receivable
            
            
            12
            
            
            
            12Total
      current assets
            
            
            684
            
            
            
            1,563Total
      Assets
            
            $
            684
            
            
            $
            1,563Liabilities
      & Stockholders' DeficiencyCurrent
      LiabilitiesAccounts
      payable and accrued liabilities (Note 5)
            
            $
            7,880
            
            
            $
            7,382Short term
      note payable (Note 4)
            
            
            4,582
            
            
            
            -Total
      current liabilities
            
            
            12,462
            
            
            
            7,382Commitments
      and contingencies (Notes 5 and 6)
            
            
            -
            
            
            
            -Stockholders'
      EquityPreferred
      Stock, $0.00001 par value;authorized
      20,000,000 shares, none issued and outstanding
            
            
            -
            
            
            
            -Common Stock,
      $0.001 par value; authorized 150,000,000 shares,issued and
      outstanding 340,040 shares
            
            
            340
            
            
            
            340Additional
      Paid-in Capital
            
            
            83,160
            
            
            
            83,160Deficit
      accumulated during the exploration stage
            
            
            (95,278
            )
            
            
            (89,319
            )Total
      Stockholders' Deficiency
            
            
            (11,778
            )
            
            
            (5,819
            )Total
      Liabilities & Stockholders' Deficiency
            
            $
            684
            
            
            $
            1,563





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





F-1




Cicero
Resources Corp.


(An
Exploration Stage Company)


Statements of Operations


(In
US Dollars)




Three
      Months
              Ended
            
            
            October 19,
      2007 (inception)March 31,
      2009
            
            
            March
      312008
            
            
            to
      March 31, 2009(unaudited)
            
            
            (unaudited)
            
            
            (unaudited)Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -ExpensesAccounting
      and audit fees
            
            
            2,577
            
            
            
            -
            
            
            
            15,495Bank
      charges and interest
            
            
            67
            
            
            
            69
            
            
            
            371Filing
      fees
            
            
            400
            
            
            
            5,370
            
            
            
            15,757Mineral
      property acquisition cost
            
            
            -
            
            
            
            6,000
            
            
            
            6,320Professional
      fees
            
            
            2,165
            
            
            
            35,068
            
            
            
            55,085Rent
            
            
            750
            
            
            
            -
            
            
            
            2,250Total
      expenses
            
            
            5,959
            
            
            
            46,507
            
            
            
            95,278Net
      loss
            
            $
            (5,959)
            
            
            $
            (46,507)
            
            
            $
            (95,278)Net
      loss per shareBasic
      and diluted
            
            $
            (0.02)
            
            
            $
            (0.13)Weighted
      Average Shares OutstandingBasic
      and diluted
            
            
            340,400
            
            
            
            364,645











F-2




Cicero
Resources Corp.


(An
Exploration Stage Company)


Statements of Changes in Stockholder’s
Deficiency


(In
US Dollars)


For
the period October 19, 2007 (inception) to March 31, 2009
(unaudited)






Common
      Stock
            
            
            Additional
            
            
            Deficit
      Accumulated$0.001
      par value
            
            
            Paid-in
            
            
            During
      the
            
            
            TotalShares
            
            
            Amount
            
            
            Capital
            
            
            Exploration
      StageBalance
      at October 19, 2007 (inception)
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Common
      stock issued for cash-initialcapitalization
      at $0.15 per share
            
            
            250,000
            
            
            
            250
            
            
            
            37,250
            
            
            
            -
            
            
            
            37,500Common
      stock issued for cash-pursuant tosubscription
      agreements at $0.25 per share
            
            
            40,000
            
            
            
            40
            
            
            
            9,960
            
            
            
            -
            
            
            
            10,000Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (5,333
            )
            
            
            (5,333
            )Balance
      at December 31, 2007
            
            
            290,000
            
            
            
            290
            
            
            
            47,210
            
            
            
            (5,333
            )
            
            
            42,167Common
      stock issued for cash-pursuant tosubscription
      agreements at $0.25 per share
            
            
            80,000
            
            
            
            80
            
            
            
            19,920
            
            
            
            -
            
            
            
            20,000Common
      stock issued for cash-pursuant tosubscription
      agreements at $40.00 per share
            
            
            400
            
            
            
            -
            
            
            
            16,000
            
            
            
            -
            
            
            
            16,000Common
      stock issued for cash-pursuant tocancellation
      agreements
            
            
            (30,000
            )
            
            
            (30
            )
            
            
            30
            
            
            
            -
            
            
            
            -Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (83,986
            )
            
            
            (83,986
            )Balance
      at December 31, 2008
            
            
            340,400
            
            
            
            340
            
            
            
            83,160
            
            
            
            (89,319
            )
            
            
            (5,819
            )Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (5,959
            )
            
            
            (5,959
            )Balance
      at March 31, 2009 (unaudited)
            
            
            340,400
            
            
            $
            340
            
            
            $
            83,160
            
            
            $
            (95,278)
            
            
            $
            (11,778)





Note:  The
statement is subject to the reverse split of the Company's common shares on a
basis of 100 to 1 announced on April 16, 2009.







F-3




Cicero
Resources Corp.


(An
Exploration Stage Company)


Statements of Cash Flows


(In
US Dollars)


For
the period October 19, 2007 (date of inception) to March 31, 2009






Three
      Months
              Ended
            
            
            October 19,
      2007(inception)March 31, 2009
            
            
            March 31, 2008
            
            
            to March 31, 2009(unaudited)
            
            
            (unaudited)
            
            
            (unaudited)Cash
      Flows From Operating ActivitiesNet
      loss
            
            $
            (5,959
            )
            
            $
            (46,507
            )
            
            $
            (95,278
            )Adjustments
      to reconcile net loss to netcash
      used by operating activities:Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            -
            
            
            
            -
            
            
            
            (12
            )Accounts
      payable and accrued liabilities
            
            
            498
            
            
            
            (6,183
            )
            
            
            7,880Net
      cash used by operating activities
            
            
            (5,461
            )
            
            
            (52,690
            )
            
            
            (87,410
            )Cash
      Flows From Financing ActivitiesShort
      term note payable
            
            
            4,582
            
            
            
            -
            
            
            
            4,582Stock
      issued for cash
            
            
            -
            
            
            
            36,000
            
            
            
            83,500Net
      cash provided by financing activities
            
            
            4,582
            
            
            
            36,000
            
            
            
            88,082Net
      increase (decrease) in cash
            
            
            (879
            )
            
            
            (16,690
            )
            
            
            672Cash,
      beginning of period
            
            
            1,551
            
            
            
            47,491
            
            
            
            -Cash,
      end of period
            
            $
            672
            
            
            $
            30,801
            
            
            $
            672










F-4





Cicero
Resources Corp.


(An
Exploration Stage Company)


Notes to Financial Statements


(Amounts
and disclosures at and for the three months ended March 31, 2009 and 2008 are
unaudited)




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 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 agreed
upon payment to keep the option agreement in force; therefore, the agreement is
considered terminated





At
March 31, 2009, 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 March 31, 2009, the Company had not yet achieved
profitable operations, has accumulated losses of $95,278 since its inception,
has a deficit in working capital of $7,196 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.





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.




F-5




Cicero
Resources Corp.


(An
Exploration Stage Company)


Notes
to Financial Statements


(Amounts
and disclosures at and for the three months ended March 31, 2009 and 2008 are
unaudited)




NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





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.





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.




F-6




Cicero
Resources Corp.


(An
Exploration Stage Company)


Notes
to Financial Statements


(Amounts
and disclosures at and for the three months ended March 31, 2009 and 2008 are
unaudited)





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recently Adopted Accounting
Pronouncements




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 has not had a material effect on
the Company's 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 did
not  have a material effect on the Company's  financial
position or results of operations.





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.




F-7




Cicero
Resources Corp.


(An
Exploration Stage Company)


Notes
to Financial Statements


(Amounts
and disclosures at and for the three months ended March 31, 2009 and 2008 are
unaudited)





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recently Adopted Accounting
Pronouncements (continued)




In
the first quarter of 2009, we adopted Statement of Financial Accounting
Standards (SFAS) No. 141 (revised 2007), “Business Combinations” (SFAS
No. 141(R)) as amended by FASB staff position FSP 141(R)-1, “Accounting for
Assets Acquired and Liabilities Assumed in a Business Combination That Arise
from Contingencies.” SFAS No. 141(R) generally requires an entity to
recognize the assets acquired, liabilities assumed, contingencies, and
contingent consideration at their fair value on the acquisition date. In
circumstances where the acquisition-date fair value for a contingency cannot be
determined during the measurement period and it is concluded that it is probable
that an asset or liability exists as of the acquisition date and the amount can
be reasonably estimated, a contingency is recognized as of the acquisition date
based on the estimated amount. It further requires that acquisition-related
costs be recognized separately from the acquisition and expensed as incurred,
restructuring costs generally be expensed in periods subsequent to the
acquisition date, and changes in accounting for deferred tax asset valuation
allowances and acquired income tax uncertainties after the measurement period
impact income tax expense. In addition, acquired in-process research and
development is capitalized as an intangible asset and amortized over its
estimated useful life. SFAS No 141(R) is applicable to business combinations on
a prospective basis beginning in the first quarter of 2009. We did not complete
any business combinations in the first quarter of 2009.





In
February 2008, the FASB issued FSP 157-2, “Effective Date of FASB Statement
No. 157” (FSP 157-2), which delayed the effective date of SFAS
No. 157, “Fair Value Measurements” (SFAS No. 157) for all
non-financial assets and non-financial liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually), until the beginning of the first quarter of 2009.
Therefore, in the first quarter of 2009, we adopted SFAS No. 157 for
non-financial assets and non-financial liabilities. The adoption of SFAS
No. 157 for non-financial assets and non-financial liabilities that are not
measured and recorded at fair value on a recurring basis did not have a
significant impact on our consolidated financial statements.





Recent Accounting
Pronouncements





In
December 2008, the FASB issued FSP 132(R)-1, “Employers’ Disclosures about
Postretirement Benefit Plan Assets” (FSP 132(R)-1). FSP 132(R)-1 requires
additional disclosures for plan assets of defined benefit pension or other
postretirement plans. The required disclosures include a description of our
investment policies and strategies, the fair value of each major category of
plan assets, the inputs and valuation techniques used to measure the fair value
of plan assets, the effect of fair value measurements using significant
unobservable inputs on changes in plan assets, and the significant
concentrations of risk within plan assets. FSP 132 (R)-1 does not change the
accounting treatment for postretirement benefits plans. FSP 132(R)-1 is
effective for us for fiscal year 2009.





In
April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4). FSP
157-4 provides guidance on how to determine the fair value of assets and
liabilities when the volume and level of activity for the asset/liability has
significantly decreased. FSP 157-4 also provides guidance on identifying
circumstances that indicate a transaction is not orderly. In addition, FSP 157-4
requires disclosure in interim and annual periods of the inputs and valuation
techniques used to measure fair value and a discussion of changes in valuation
techniques. FSP 157-4 is effective for us beginning in the second quarter of
fiscal year 2009. The adoption of FSP 157-4 is not expected to have a
significant impact on our consolidated financial statements.





In April 2009,
the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of
Other-Than-Temporary Impairment” (FSP 115-2/124-2). FSP 115-2/124-2 amends the
requirements for the recognition and measurement of other-than-temporary
impairments for debt securities by modifying the pre-existing “intent and
ability” indicator. Under FSP 115-2/124-2, another-than-temporary impairment is
triggered when there is an intent to sell the security, it is more likely than
not that the security will be required to be sold before recovery, or the
security is not expected to recover the entire amortized cost basis of the
security. Additionally, FSP 115-2/124-2 changes the presentation of
another-than-temporary impairment in the income statement for those
impairments





In
April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosure
about Fair Value of Financial Instruments” (FSP 107-1/APB 28-1). FSP 107-1/APB
28-1 requires interim disclosures regarding the fair values of financial
instruments that are within the scope of FAS 107, “Disclosures about the Fair
Value of Financial Instruments.” Additionally, FSP 107-1/APB 28-1 requires
disclosure of the methods and significant assumptions used to estimate the fair
value of financial instruments on an interim basis as well as changes of the
methods and significant assumptions from prior periods. FSP 107-1/APB 28-1 does
not change the accounting treatment for these financial instruments and is
effective for us beginning in the second quarter of fiscal year
2009.




F-8




Cicero
Resources Corp.


(An
Exploration Stage Company)


Notes
to Financial Statements


(Amounts
and disclosures at and for the three months ended March 31, 2009 and 2008 are
unaudited)





NOTE
3 – 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.





NOTE
4 – NOTE PAYABLE





A
short term note payable of $4,582 bears no interest and has no repayment
terms.





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 – CONTINGENCIES





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.




F-9




Cicero
Resources Corp.


(An
Exploration Stage Company)


Notes
to Financial Statements


(Amounts
and disclosures at and for the three months ended March 31, 2009 and 2008 are
unaudited)




NOTE
7 – 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.





NOTE
8 – SUBSEQUENT EVENTS





On April 16, 2009
the board of directors resolved, and holders of 73.4% of the Company’s common
stock approved, a reverse split of the Company’s common shares on a basis of 100
to 1.  All references in the financial statements and related notes related
to the number of shares and per share amounts of the common stock have been
retroactively restated to reflect the impact of this reverse stock
split.





The application for
the stock split has been filed with the exchange to be effective as of April 29,
2009.  The number of shares that the Company is authorized to issue
will not change as a result of the reverse stock split.





On April 21, 2009
the Company entered into a merger agreement with Intelimax Media
Inc.  Upon the closing of the merger agreement, subject to the
completion of certain events as defined in the agreement, the resulting company
will carry on the business of Intelimax Media Inc.





The following are
the material terms of the merger agreement and conditions precedent which must
be satisfied for the merger to close.  Prior to closing, the Company
shall:





- 
execute a 100 to 1 reverse stock split of the issued and outstanding shares of
its common stock;





-  raise
a minimum of $35,000 through a private placement of shares of its common stock
at a price of $0.005 per share;





-  convert
out of the corporate jurisdiction of the state of Nevada pursuant to Chapter 92A
of the Nevada Revised Statutes and shall have continued into the corporate
jurisdiction of the province of British Columbia pursuant to the Business
Corporations Act (British Columbia);





-  submit
the Merger Agreement to the holders of any shares of any class or series of the
Company for approval and adoption, and the holders of any shares of any class or
series of the Company shall have adopted the Merger Agreement pursuant to the
Nevada Revised Statutes.




F-10




Item
2.    Management’s Discussion and Analysis of Financial Condition
and Results of Operations




Forward
Looking Statements




This quarterly
report on Form 10-Q 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" and 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 report.




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.





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.  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.





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.  On April 21, 2009 we
entered into a merger agreement with Intelimax Media Inc., a British Columbia
company in the business of online marketing.  We are now taking steps
to complete this merger.





If
the merger with Intelimax Media Inc. does not close 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.




3




Liquidity
and Capital Resources




At
March 31, 2009 we had cash of $672 in our bank accounts and working capital
deficit of $11,778. Our net loss from inception on October 19, 2007 (inception)
to March 31, 2009 was $95,278.  Our net loss was funded through a
combination of equity and debt financing.




Since October 19,
2007 (date of inception) to March 31, 2009, we raised gross proceeds of $83,500
in cash from the sale of our securities and $4,582 through a short term note
payable.  During the three months ended March 31, 2009 we raised
$4,582 from a short term note payable compared to $36,000 through the sale of
our common stock during the same period in 2008.




For the three
months ended March 31, 2009, we used net cash of $5,461 in operating activities
compared to $52,690 during the same period in 2008.  The drastic
decrease in the cash used in operations was due to costs associated with our
public listing and our mineral property during the period in
2008.   Our cash level decreased by $879 during the three months
ended March 31, 2009.




For the three
months ended March 31, 2009 we required approximately $1,820 per month to fund
our operating expenses compared to $17,563 during the same period in
2008.  Cash of $672 in our bank accounts as of March 31, 2009, will
not be sufficient to fund our operations for even one month.





We
expect to require approximately an additional $388,000 in financing to undertake
our planned operations and exploration activities over the next 12 months
(beginning June 2009), as follows:





Description
            Target
      completion
              date
      or period
            Estimated
      expenses
              ($)Legal and
      accounting fees related to the acquisition of the potential target
      business
            12
      months
            40,000Acquisition
      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
            
            388,000






4




At
present, our cash requirements for the next twelve months outweigh the funds
available to maintain or develop our operations.  In order to fully
carry out our business plan for the next 12 months, we need additional financing
of approximately $388,000. In order to improve our liquidity, we intend to raise
additional equity financing from private investors or through a registered
public offering. We intend to negotiate with our management and consultants to
pay parts of salaries and fees with stock and stock options instead of cash.
There can be no assurance we will be successful in our efforts to secure
additional equity financing. If we are unable to raise equity or obtain
alternative financing, we may be unable to continue operations with respect to
the continued development and marketing of our company and our business plan may
fail.




If
cash flow improves through these efforts, management believes that we can
continue to operate. However, no assurance can be given that management's
actions will result in profitable operations or improve our
liquidity.




Results
of Operations for the Period From October 19, 2007 (Date of Inception) to March
31, 2009 and for the Three Months Ended March 31, 2009.




Lack
of Revenues





We
have had limited operations since our inception on October 19, 2007 to March 31,
2009 and we have not generated any revenues.  Since our inception to
March 31, 2009, we have an accumulated deficit of $95,278. We anticipate that we
will incur substantial losses over the next year.  Our ability to
generate any revenues in the next 12 months remains uncertain.





Expenses





We
accumulated total expenses of $95,278 from the date of our inception to March
31, 2009, including $55,085 in professional fees, $6,320 to acquire of our
mineral property, $15,757 in filing fees, $2,250 in rent and $15,495 in
accounting and audit fees.





For the three
months ended March 31, 2009, we incurred total expenses of $5,959, including
$2,165 in professional fees, $400 in filing fees, $2,577 in accounting and audit
fees, $67 in bank charges and $750 in rent.





Comparatively, for
the three months ended March 31, 2008, we incurred total expenses of $46,507,
including $35,068 in professional fees, $5,370 in filing fees, $6,000 in mineral
property acquisition cost and $69 in bank charges.  The significant
decrease in expenses from 2008 to 2009 was due to the increased costs of
property acquisition and our public listing which were undertaken in
2008.





Net
Loss





From the time of
inception on October 19, 2007 to March 31, 2009 we incurred a net loss of
$95,278.  For the three months ended March 31, 2009 we incurred a net
loss of $5,959 compared to $46,507 for the same period in 2008.




Inflation




The amounts
presented in the financial statements do not provide for the effect of inflation
on our operations or financial position. The net operating losses shown would be
greater than reported if the effects of inflation were reflected either by
charging operations with amounts that represent replacement costs or by using
other inflation adjustments.




5




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.





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.





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 we are not exposed to significant interest, currency
or credit risks arising from these financial instruments.





Mineral Property
Costs




We
have 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.




Off-Balance Sheet
Arrangements




As
of March 31, 2009, we had no off-balance sheet transactions 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.




Item 3.    Quantitative and Qualitative
Disclosures About Market Risk.




Not
applicable.




6




Item 4.    Controls and
Procedures.




Disclosure
Controls





We  carried
out an evaluation, under the supervision and with the
participation   of  our  management,  including
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) of
the  Exchange  Act) for the period covered in this
report.   Based  upon that
evaluation,  our  Chief Executive Officer and
Chief Financial Officer concluded that, as of the end of the period covered
in this report, our disclosure controls and procedures were effective to
ensure  that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934, as amended (the
"Exchange  Act") is  recorded,  processed,
summarized and  reported  within  the required
time periods and is accumulated and communicated to our management,
including  Chief Executive Officer and Chief Financial Officer,
as  appropriate  to  allow  timely
decisions regarding required disclosure.




Changes in internal
controls




During the period
covered by this report, 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.




PART II – OTHER INFORMATION






Item
1.    Legal Proceedings.




We
are not aware of any legal proceedings which involve Cicero or any of its
properties or subsidiaries.




Item 1A. Risk Factors.




Not
applicable.




Item 2.    Unregistered Sales of
Equity Securities and Use of Proceeds.




We
did not sell any previously undisclosed unregistered securities during the
period covered by this report.




Item 3.    Defaults Upon Senior
Securities.




None.




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




None.




Item 5.    Other
Information.




None.




7




Item 6.  Exhibits




Exhibit
      Number
            Exhibit
      Description31.1
            Certification of the Chief Executive Officer and Chief
      Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act
      pursuant to Section 302 of the Sarbanes-Oxley Act of
    200232.1
            Certification of the 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




8




SIGNATURES




In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




Cicero
      Resources Corp.(Registrant)/s/
      Melanie WilliamsDate: May 19,
      2009
            Melanie
      WilliamsPresident,
      Chief Executive Officer, Director,
      Chief Financial Officer, Principal
      Accounting Officer


9