UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
  FORM
10-K/A
 Amendment
No. 1
  (Mark
      One)x
              
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE
      SECURITIES EXCHANGE ACT OF 1934For
      the fiscal year ended December 31, 2007oro
              
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF
      THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from  to
  Commission
file no. 0-23379
  I.C.
ISAACS & COMPANY, INC.
 (Exact
name of registrant as specified in its charter)
 
 Delaware
                (State
      or other jurisdiction of
                incorporation
      or organization)
              52-1377061
                (IRS
      Employer
                Identification
      No.)475
      10th
      Avenue, 9th
      Floor
                New
      York, NY 10018
                (Address
      of principal executive offices)
              10018
                (Zip
      code)
 
 Registrant’s
telephone number, including area code: (646) 459-2600
  Securities
Registered Pursuant to Section 12(b) of the Act:  None
  Securities
Registered Pursuant to Section 12(g) of the Act:
  Title of
class:
  Common
stock, $0.0001 par value per share
   Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  o Yes
x
No
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  o Yes
x
No
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. x Yes
o
No
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  o Yes
x
No
  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
definitions 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 x
   
   Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). o Yes
x
No
  The
aggregate market value of the voting common stock held by non-affiliates of the
registrant as of the last business day of the registrant’s most recently
completed second fiscal quarter (at June 30, 2007) was approximately
$12,249,053 based on the average closing price of the registrant’s common stock
as reported by the OTC Bulletin Board on that day.  Solely for
purposes of the foregoing calculation all of the registrant's directors and
officers are deemed to be affiliates.  The registrant does not have
outstanding any non-voting common stock.
  As of May
15, 2008, 37,383,943 shares of the registrant’s common stock were
outstanding.
    
 
 
  EXPLANATORY
NOTE
 
 I.C.
Isaacs & Company, Inc. (the “Company”) is filing this Amendment No. 1 on
Form 10-K/A (the “Amendment”) to its Annual Report on Form 10-K for the fiscal
year ended December 31, 2007, originally filed with the Securities and Exchange
Commission on May 16, 2008 (the “Original Report”), to amend the disclosure of
the Company's controls and procedures.
  The
Amendment does not amend, update, or change any other items or disclosures
contained in the Original Report.

















ITEM
9A(T) CONTROLS AND PROCEDURES




This
Report includes the certification of our Chief Executive Officer and Interim
Principal Financial Officer required by rule 13a-14 of the Exchange Act of 1934.
See Exhibits 31.1 and 31.2. This Item 9A(T) includes information concerning the
controls and control evaluations referred to in those
certifications.




Evaluation
of Disclosure Controls and Procedures




Disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) are designed to ensure that the 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 SEC
rules and forms and that such information is accumulated and communicated to the
management, including the Chief Executive Officer and the Interim Principal
Financial Officer, to allow timely decisions regarding required disclosures.




In
connection with the preparation of this Report, our management, under the
supervision and with the participation of our Chief Executive Officer and
Interim Principal Financial Officer, conducted an evaluation of the
effectiveness of the design and operation of disclosure controls and procedures
as of the end of the period covered by this Report. Based on the evaluation, the
Chief Executive Officer and Interim Principal Financial Officer concluded that
our disclosure controls and procedures have not been operating effectively as of
the end of the period covered by this Report.




In
connection with the preparation of this Report, management identified a material
weakness due to insufficient resources in the accounting and finance department
resulting in ineffective review, monitoring and analysis of schedules,
reconciliations and consolidated financial statements.




Management’s
Report on Internal Control over Financial Reporting




Management’s
Responsibility




Management
under the supervision of the Chief Executive Officer and Interim Principal
Financial Officer is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal Control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of our financial statements for
external reporting purposes in accordance with GAAP. Our internal control over
financial reporting includes those policies and procedures which (i) pertain to
the maintenance of records that, in reasonable detail, accurately reflect
transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that our
receipts and expenditures are being made only in accordance with authorizations
of the management and directors of the Company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on
our financial statements.




Management’s
Assessment




In
connection with the preparation of this Report, our management, under the
supervision and with the participation of our Chief Executive Officer and
Interim Principal Financial Officer, conducted an evaluation of the
effectiveness of our internal controls over financial reporting as of the end of
the period covered by this Report based on criteria established in Internal Control – Integrated
Framework, issued by the Committee of Sponsoring Organization of the
Treadway Commission (“COSO”). In connection with such evaluation, our management
concluded that a material weakness existed with respect to our internal control
over financial reporting as of December 31, 2007 because of limited finance and
accounting personnel to prepare and review financial statements. Lack of
financial reporting resources effected the preparation and timeliness of
financial reporting and closing process.




A
“material weakness” is a deficiency, or a combination of deficiencies, in
internal control over financial reporting that there is a reasonable possibility
that a material misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely basis.  In
connection with the preparation of the consolidated financial statements for the
year ended December 31, 2007, management identified deficiencies in the design
or operation of our internal controls that it considers to be













a
material weakness in the effectiveness of internal controls over financial
reporting pursuant to rules or regulations established by the SEC, and
management has concluded that its internal control over financial reporting
was ineffective for the year ended December 31, 2007.




The
Company’s management and Audit Committee are assessing the necessary resources
required to properly prepare and review the financial statements.  The
resources being reviewed include additional staffing and/or identifying outside
consultants to assist management in the preparation of the financial
statements.  The Company plans to utilize an outside consulting firm
to review the preliminary drafts of future financial statements to assist
management in identifying possible errors or omissions in the reporting and
disclosure of the Company’s financial statements prior to presentation to its
independent auditing firm and subsequent filing with the SEC.




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




Changes
in Internal Control over Financial Reporting




There
have been no changes in the Company’s internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
year ended December 31, 2007 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.