UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON, D.C.
20549




FORM
10-Q




(Mark
One)




x  QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT
OF 1934




FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2010.




COMMISSION
FILE NUMBER 000-10690




LATTICE
INCORPORATED




(Exact
Name of Registrant as Specified in its Charter)





Delaware
            
            22-2011859(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)





7150
      N. Park Drive, Pennsauken, New Jersey
            
            08109(Address
      of principal executive offices)
            
            (Zip
      code)




Issuer's
telephone number: (856) 910-1166




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes  xNo o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  oNo 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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer o
            Accelerated
      filer oNon-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 Exchange Act). Yes  o No x




APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS


DURING
THE PRECEDING FIVE YEARS




Indicate
by check mark whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes  oNo  o




APPLICABLE
ONLY TO CORPORATE ISSUERS




State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of May 21, 2010, there were 22,917,379
outstanding shares of the Registrant's Common Stock, $.01 par
value.







LATTICE
INCORPORATED


MARCH
31, 2010 QUARTERLY REPORT ON FORM 10-Q




TABLE
OF CONTENTS




PagePART
      I - FINANCIAL INFORMATIONItem
      1. Financial Statements
            
            3Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
            
            13Item
      3. Quantitative and Qualitative Disclosure About Market
    Risks
            
            18Item
      4T. Controls and Procedures
            
            18PART
      II - OTHER INFORMATIONItem
      1. Legal Proceedings
            
            19Item
      1A. Risk Factors
            
            19Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            
            19Item
      3. Defaults Upon Senior Securities
            
            19Item
      4. Reserved
            
            19Item
      5. Other Information
            
            19Item
      6. Exhibits
            
            19SIGNATURES
            
            20










LATTICE INCORPORATED AND
      SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF OPERATIONMARCH
      31,




2010
                    
                    
                    2009Revenue
                    
                    $
                    3,741,058
                    
                    
                    $
                    3,807,883Cost
      of Revenue
                    
                    
                    2,552,846
                    
                    
                    
                    2,555,164Gross
      Profit
                    
                    
                    1,188,212
                    
                    
                    
                    1,252,719Operating  expenses:Selling,
      general and administrative
                    
                    
                    1,181,322
                    
                    
                    
                    1,117,470Research
      and development
                    
                    
                    155,531
                    
                    
                    
                    152,494Amortization
      expense and depreciation expense
                    
                    
                    140,596
                    
                    
                    
                    300,086Total
      operating expenses
                    
                    
                    1,477,449
                    
                    
                    
                    1,570,050Loss
      from operations
                    
                    
                    (289,237
                    )
                    
                    
                    (317,331
                    )Other
      income (expense):Derivative
      expense
                    
                    
                    (95,947
                    )
                    
                    
                    (172,443
                    )Extinguishment
      ( loss)
                    
                    
                    (130,055
                    )
                    
                    
                    -Other
      income
                    
                    
                    -
                    
                    
                    
                    (4,840
                    )Interest
      expense
                    
                    
                    (81,771
                    )
                    
                    
                    (77,217
                    )Total
      other income  (expenses)
                    
                    
                    (307,773
                    )
                    
                    
                    (254,500
                    )Minority
      Interest
                    
                    
                    3,147
                    
                    
                    
                    5,395Income
      before taxes
                    
                    
                    (593,863
                    )
                    
                    
                    (566,436
                    )Income
      taxes (benefit)
                    
                    
                    (61,440
                    )
                    
                    
                    (163,355
                    )Net
      loss
                    
                    
                    (532,423
                    )
                    
                    
                    (403,081
                    )Reconciliation
      of net loss toLoss
      applicable to common shareholders:Net
      loss
                    
                    
                    (532,423
                    )
                    
                    
                    (403,081
                    )Preferred
      stock dividends
                    
                    
                    (6,777
                    )
                    
                    
                    (6,777
                    )Loss
      applicable to common stockholders
                    
                    
                    (539,200
                    )
                    
                    
                    (409,858
                    )Loss
      per common shareBasic
                    
                    $
                    (0.02
                    )
                    
                    $
                    (0.02
                    )Diluted
                    
                    $
                    (0.02
                    )
                    
                    $
                    (0.02
                    )Weighted
      average shares:Basic
                    
                    
                    22,639,450
                    
                    
                    
                    16,700,554Diluted
                    
                    
                    22,639,450
                    
                    
                    
                    16,700,554




See
accompanying notes to the consolidated financial
statements.


3




LATTICE
      INCORPORATED AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETS




March
      31,
            
            
            December
      31,2010
            
            
            2009unaudited
            
            
            auditedASSETS:Current
      assets:Cash
      and cash equivalents
            
            $
            580,631
            
            
            $
            212,616Accounts
      receivable
            
            
            3,882,375
            
            
            
            3,560,293Inventories
            
            
            29,402
            
            
            
            29,402Other
      current assets
            
            
            105,880
            
            
            
            133,405Total
      current assets
            
            
            4,598,288
            
            
            
            3,935,716Property
      and equipmen, net
            
            
            276,714
            
            
            
            264,753Goodwill
            
            
            3,599,386
            
            
            
            3,599,386Other
      intangibles, net
            
            
            2,105,319
            
            
            
            977,455Other
      assetes
            
            
            78,262
            
            
            
            54,259Total
      assets
            
            $
            10,657,969
            
            
            $
            8,831,569LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
            
            $
            2,140,530
            
            
            $
            1,780,143Accrued
      expenses
            
            
            1,615,539
            
            
            
            1,719,831Licensing
      agreement payable
            
            
            1,100,000
            
            
            
            -Customer
      deposits
            
            
            240,888
            
            
            
            94,954Notes
      payable
            
            
            1,396,579
            
            
            
            1,503,742Derivative
      liability
            
            
            169,732
            
            
            
            161,570Total
      current liabilities
            
            
            6,663,268
            
            
            
            5,260,240Long
      term liabilities:Long
      term debt
            
            
            616,011
            
            
            
            188,466Deferred
      tax liabilities
            
            
            379,392
            
            
            
            440,832Total
      long term liabilities
            
            
            995,403
            
            
            
            629,298Total
      liabilities
            
            
            7,658,671
            
            
            
            5,889,538Shareholders'
      equityPreferred
      Stock - .01 par valueSeries
      A 9,000,000 shares authorized 7,530,681 and 7,567,685 issued
      respectively
            
            
            75,307
            
            
            
            75,677Series
      B 1,000,000 shares authorized 1,000,000 issued and 502,160
      outstanding
            
            
            10,000
            
            
            
            10,000Serise
      C 520,000 shares authorized  520,000 issued
            
            
            5,200
            
            
            
            5,200Common
      stock - .01 par value, 200,000,000 authorized,
            
            
            229,425
            
            
            
            178,10422,942,437
      and 17,810,281 issued, 22,639,450 and 17,507,294 outstanding
      respectivelyAdditional
      paid-in capital
            
            
            39,473,907
            
            
            
            38,925,743Accumulated
      deficit
            
            
            (36,390,593
            )
            
            
            (35,851,892
            )3,403,246
            
            
            
            3,342,832Stock
      held in treasury, at cost
            
            
            (558,096
            )
            
            
            (558,096
            )Equity
      Attributable to shareowners of Lattice Incorporated
            
            
            2,845,150
            
            
            
            2,784,736Equity
      Attributable to noncontrolling interest
            
            
            154,148
            
            
            
            157,295Total
      liabilities and shareholders' equity
            
            $
            10,657,969
            
            
            $
            8,831,569




See
accompanying notes to the consolidated financial
statements.


4




LATTICE
      INCORPORATED AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWS




March
      31,2010
              
              
              2009Cash
      flow from operating activities:Net
      loss
              
              $
              (532,423
              )
              
              $
              (403,081
              )Adjustments
      to reconcile net income  to net cash provided by (used in)
      operating activities:Derivative
      income
              
              
              95,947
              
              
              
              172,443Amortization
      of intangible assets
              
              
              172,136
              
              
              
              299,248Deferred
      income taxes
              
              
              (61,440
              )
              
              
              (163,355
              )Extinguishment
      loss
              
              
              130,055
              
              
              
              -Minority
      interest
              
              
              (3,147
              )
              
              
              (5,395
              )Share-based
      compensation
              
              
              131,275
              
              
              
              125,631Depreciation
              
              
              14,745
              
              
              
              837Changes
      in operating assets and liabilities:(Increase)
      decrease in:Accounts
      receivable
              
              
              (322,082
              )
              
              
              (359,568
              )Other
      current assets
              
              
              27,525
              
              
              
              (61,862
              )Other
      assets
              
              
              6,997
              
              
              
              32Increase
      (decrease) in:Accounts
      payable and accrued liabilities
              
              
              1,410,829
              
              
              
              205,554Customer
      advances
              
              
              84,923
              
              
              
              -Total
      adjustments
              
              
              1,687,763
              
              
              
              213,565Net
      cash provided by (used for) operating activities
              
              
              1,155,340
              
              
              
              (189,516
              )Cash
      Used in investing activities:Purchase
      of intangibles
              
              
              (1,300,000
              )Purchase
      of equipment
              
              
              (26,706
              )
              
              
              -Net
      cash used for investing activities
              
              
              (1,326,706
              )
              
              
              -Cash
      flows from financing activities:Revolving
      credit facility (payments) borrowings, net
              
              
              373,579
              
              
              
              (775,950
              )Payments
      on captial equipment lease
              
              
              (9,189
              )
              
              
              -Proceeds
      from issuance of Series A preferred stock
              
              
              250,000
              
              
              
              -Loans
      paid director
              
              
              (12,509
              )
              
              
              (21,000
              )Payments
      on short term notes payable
              
              
              (62,500
              )Net
      cash provided by (used in) financing activities
              
              
              539,381
              
              
              
              (796,950
              )Net
      increase (decrease) in cash and cash equivalents
              
              
              368,015
              
              
              
              (986,466
              )Cash
      and cash equivalents - beginning of period
              
              
              212,616
              
              
              
              1,363,130Cash
      and cash equivalents - end  of period
              
              $
              580,631
              
              
              $
              376,664Supplemental
      cash flow informationInterest
      paid in cash
              
              $
              81,771
              
              
              $
              57,289Taxes
      paid
              
              $
              2,850
              
              
              $
              4,805Supplemental
      disclosures of Non-Cash Investing & Financing
    ActivitiesProceeds
      from Factoring agreement paid directly to Private Bank
      Facility
              
              
              
              
              
              
              682,232Preferred
      stock dividends
              
              
              
              
              
              
              6,277Conversion
      of preferred shares into common
              
              
              (14,370
              )
              
              
              (280
              )Conversion
      of preferred shares into  common
              
              
              51,322
              
              
              
              1,000Additonal
      paid in capital
              
              
              (36,951
              )
              
              
              (720
              )Exchange
      of warrants for preferred series ADerivative
      liabilities
              
              
              87,785Additional
      paid in Capital
              
              
              453,840




See
accompanying notes to the consolidated financial
statements.


5




Lattice
Incorporated and Subsidiaries


Notes
to Condensed Consolidated Financial Statements


March
31, 2010 (Unaudited)





Note
1 - Organization and summary of significant accounting policies:





a)
Organization





Lattice
Incorporated (the "Company") was incorporated in the State of Delaware May 1973
and commenced operations in July 1977. The Company began as a provider of
specialized solutions to the telecom industry. Throughout its history Lattice
has adapted to the changes in this industry by reinventing itself to be more
responsive and open to the dynamic pace of change experienced in the broader
converged communications industry of today. Currently Lattice provides advanced
solutions for several vertical markets. The greatest change in operations is in
the shift from being a component manufacturer to a solution provider focused on
developing applications through software on its core platform technology. To
further its strategy of becoming a solutions provider, the Company acquired a
majority interest in “SMEI” in February 2005. In September 2006 the Company
purchased all of the issued and outstanding shares of the common stock of
Ricciardi Technologies Inc. (“RTI”). RTI was founded in 1992 and provides
software consulting and development services for the command and control of
biological sensors and other Department of Defense requirements to United States
federal governmental agencies either directly or through prime contractors of
such governmental agencies. RTI’s proprietary products include SensorView, which
provides clients with the capability to command, control and monitor multiple
distributed chemical, biological, nuclear, explosive and hazardous material
sensors. With the SMEI and the RTI acquisitions, approximately 90% of the
Company’s revenues are derived from solution services.  In December
2009 we changed RTI’s name to Lattice Government Services Inc.  In
January 2007, we changed our name from Science Dynamics Corporation to Lattice
Incorporated.





b)
Basis of Presentation going concern





At March
31, 2010 the Company has a working capital deficiency of $2,064,980 including
non-cash derivative liabilities of approximately $169,732.  For the
three months ended March 31, 2010, the Company had a loss from operations
of  $289,237 of which $318,156 was from non-cash items. The non-cash
items consisted of   $186,881 in amortization of intangibles and
depreciation and $131,275 from non-cash share based
compensation.  Additionally,  we have a payment of
$1,000,000 coming due June 30, 2010 related to the purchase of a technology
licensing agreement entered in January 2010. We are dependent on raising
alternative financing to satisfy this payment and in the event we are not
successful, it may have a material adverse effect on  our business.
These conditions taken in conjunction with the Company’s history of operating
losses raises doubt regarding the Company’s ability to continue as a going
concern. The Company’s ability to continue as a going concern is highly
dependent upon management’s ability to increase near-term operating cash flows,
continued availability on its line of credit and the ability to obtain
alternative financing to fund capital requirements and/or debt repayments. The
accompanying financial statements do not include any adjustments that may result
from the outcome of this uncertainty.





c) Interim Condensed Consolidated
Financial Statements




The
condensed consolidated financial statements as of March 31, 2010 and for
the three months ended March 31, 2010 and March 31, 2010 are
unaudited.   In the opinion of management, such condensed
consolidated financial statements include all adjustments (consisting of normal
recurring accruals) necessary for the fair representation of the consolidated
financial position and the consolidated results of
operations.   The consolidated results of operations for the
periods presented are not necessarily indicative of the results to be expected
for the full year.  The interim condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements for the year end December 31, 2009 appearing in Form 10K filed on
April 15, 2010.





d) Principles of
consolidation:





The
consolidated financial statements included the accounts of the Company and all
of its subsidiaries in which a controlling interest is maintained. All
significant inter-company accounts and transactions have been eliminated in
consolidation. For those consolidated subsidiaries where Company ownership is
less than 100%, the outside stockholders' interests are shown as minority
interests. Investments in affiliates over which the Company has significant
influence but not a controlling interest are carried on the equity
basis.





e) Use of
estimates:





The
preparation of these financial statements in accordance with accounting
principles generally accepted in the United States (US GAAP) requires management
to make estimates and assumptions that affect the reported amounts in the
financial statements and accompanying notes. These estimates form the basis for
judgments made about the carrying values of assets and liabilities that are not
readily apparent from other sources. Estimates and judgments are based on
historical experience and on various other assumptions that the Company believes
are reasonable under the circumstances. However, future events are subject to
change and the best estimates and judgments routinely require adjustment. US
GAAP requires estimates and judgments in several areas, including those related
to impairment of goodwill and equity investments, revenue recognition,
recoverability of inventory and receivables, the useful lives long lived assets
such as property and equipment, the future realization of deferred income tax
benefits and the recording of various accruals. The ultimate outcome and actual
results could differ from the estimates and assumptions used.




6




f)
Share-based payments





On
January 1, 2006, the Company adopted the fair value recognition provisions of
Financial Accounting Standards Board  Accounting Standards
Condification 718-10, Accounting for Share-based
payments , to account for compensation costs under its stock option plans
and other share-based arrangements.  ASC 718  requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on their fair values. For
purposes of estimating fair value of stock options, we use the
Black-Scholes-Merton valuation technique. At March 31, 2010, there was
approximately $568,433 of total unrecognized compensation cost related to
unvested share-based compensation awards granted. The $568,433 will be charged
to operations over the weighted average remaining service period. For the three
months ended March 31, 2010 share-based compensation was $131,275compared
to$125,631 in the year ago period.





g)
Reclassifications





Certain
items have been reclassified in the accompanying consolidated Financial
Statements and Notes for prior periods to be comparable with the classification
for the period ended March 31, 2010. The reclassification had no effect on
previously reported Net income.





Certain
prior period amounts have been reclassified to conform to the current
presentation. Such reclassifications were limited to the statement of Operations
presentation and did not impact the Net Income (loss). Specially, the Company
reclassified revenues from “Revenue – Technology Services and Revenue –
Technology Products to “Revenue”, with prior periods updated to conform to this
presentation.





h)
Revenue Recognition





Revenues
related to collect and prepaid calling services generated by the communication
services  segment are recognized during the period in which the calls
are made. In addition, during the same period, the Company records the related
telecommunication costs for validating, transmitting, billing and collection,
and line and long distance charges, along with commissions payable to the
facilities and allowances for uncollectible calls, based on historical
experience.


Additional
revenue recognition policies are stated in our 10K filed April 15,
2010.





i)
Segment Reporting





FASB ASC
280-10-50, “Disclosure about Segments of an Enterprise and Related Information”
requires use of the “management approach” model for segment
reporting.  The management approach model is based on the way a
company’s management organizes segments within the company for making operating
decisions and assessing performance.  Reportable segments are based on
products and services, geography, legal structure, management structure, or any
other manner in which management disaggregates a company.  The Company
operates in two segments for the period ended March 31, 2010 prior to 2010 the
company operated in one segment due.




j)
Recent accounting pronouncements




The FASB
issued guidance on revenue recognition that will become effective for us
beginning July 1, 2010, with earlier adoption permitted. Under the new
guidance on arrangements that include software elements, tangible products that
have software components that are essential to the functionality of the tangible
product will no longer be within the scope of the software revenue recognition
guidance, and software-enabled products will now be subject to other relevant
revenue recognition guidance. Additionally, the FASB issued guidance on revenue
arrangements with multiple deliverables that are outside the scope of the
software revenue recognition guidance. Under the new guidance, when vendor
specific objective evidence or third party evidence for deliverables in an
arrangement cannot be determined, a best estimate of the selling price is
required to separate deliverables and allocate arrangement consideration using
the relative selling price method. The new guidance includes new disclosure
requirements on how the application of the relative selling price method affects
the timing and amount of revenue recognition. We believe adoption of this new
guidance will not have a material impact on our financial
statements.




7





Note
2- Segment reporting




Management
views its business as two reportable segments: Government Services and
Communication Services. The Company evaluates performance based on profit or
loss before intercompany charges.




Three Months EndedMarch
      31,2010
            
            
            2009Revenues:Government
      Services
            
            $
            2,911,836
            
            
            $
            3,506,525Communications
      Services
            
            
            829,222
            
            
            
            301,358Total
      Consolidated Revenues
            
            $
            3,741,058
            
            
            $
            3,807,883Gross
      Profit:Government
      Services
            
            $
            967,177
            
            
            $
            1,066,768Communications
      Services
            
            
            221,035
            
            
            
            185,951Total
      Consolidated
            
            $
            1,188,212
            
            
            $
            1,252,719




March31,
            
            
            December31,2010
            
            
            2009Total
      Assets:Government
      Services
            
            $
            8,509,794
            
            
            $
            8,270,589Communication
      Services
            
            
            2,148,175
            
            
            
            560,980Total
      Consolidated Assets
            
            $
            10,657,969
            
            
            $
            8,831,569




Note 3
- Notes payable





Notes
payable consists of the following as of March 31, 2010 and December 31,
2009:




March
      31,
              2010
            
            
            December 31,
              2009Bank
      line-of-credit (a)
            
            $
            1,211,811
            
            
            $
            838,231Note
      Payble –  (b)
            
            
            531,000
            
            
            
            562,500Notes
      payable to Stockholders/director (c )
            
            
            184,671
            
            
            
            197,180Capital
      lease payable (d)
            
            
            85,108
            
            
            
            94,297Total
      notes payable
            
            
            2,012,590
            
            
            
            1,692,208Less
      current maturities
            
            
            (1,396,579
            )
            
            
            (1,503,742
            )Long-term
      debt
            
            $
            616,011
            
            
            $
            188,466




8




(a)
Bank line-of-credit:





On July
17, 2009, the Company and its wholly-owned subsidiary, Lattice Government
Services (formally “RTI”), entered into a Financing and Security Agreement (the
“Action Agreement”) with Action Capital Corporation (“Action
Capital”).




Pursuant
to the terms of the Action Agreement, Action Capital agreed to provide the
Company with advances of up to 90% of the net amount of certain acceptable
account receivables of the Company (the “Acceptable Accounts”).  The
maximum amount eligible to be advanced to the Company by Action Capital under
the Action Agreement is $3,000,000.  The Company will pay Action
Capital interest on the advances outstanding under the Action Agreement equal to
the prime rate of Wachovia Bank, N.A. in effect on the last business day of the
prior month plus 1%.  In addition, the Company will pay a monthly fee
to Action Capital equal to 0.75% of the total outstanding balance at the end of
each month.




In
addition, pursuant to the Action Agreement, the Company granted Action Capital a
security interest in certain assets of the Company including all, accounts
receivable, contract rights, rebates and books and records pertaining to the
foregoing.




The
outstanding balance owed on the line at March 31, 2010 and December 31, 2009 was
$1,211,811 and $838,231 respectively.





(b)
Note payable





In  February
2010 LGS (formally “RTI”)  note holders sold their interest to a third
party, at which time the Company renegotiated the terms of the
note  to pay interest only and extend the maturity for 18 months with
a balloon payment August 19, 2012. For $31,000 of financing fees.  The
holder has a call option on the principal balance of $531,000 after twelve
months from the effective date upon written notification 45 days in advance. The
balance at March 31, 2010 is $531,000.




(c)
Notes payable Director:




The
Company has a term note payable with a director of the Company totaling $184,671
and $197,180 at March 31, 2010 and  December 31, 2009, respectively.
The note bears interest at 21.5% per annum   In February 2010 the Company
renegotiated the terms of the note as follows:





Monthly
principal payments:





$6,000
from February 1, 2010 to July 1, 2010


$9,869
from August 1, 2010 to December 1, 2010


$10,368
from January 1, 2011 to July 1, 2011


Balance
due of $85,011 August 1, 2011





(d)
Capital Lease Payable:




On June
16, 2009 Lattice entered an equipment lease financing agreement with Royal Bank
America Leasing  to purchase approximately $130,000 in equipment for
our communication services. The terms of which included monthly payments of
$5,196 per month over 32 months and a  $1.00 buy-out at end of the
lease term. As of March 31, 2010 and December 31, 2009, the outstanding balance
was $85,108 and $94,297 respectively.




Note
4 - Derivative financial instruments:





The
balance sheet caption derivative liabilities consist of Warrants, issued in
connection with the 2005 Laurus Financing Arrangement, the 2006 Omnibus
Amendment and Waiver Agreement with Laurus, and the 2006 Barron Financing
Arrangement. These derivative financial instruments are indexed to an aggregate
of 2,358,333 and 4,313,465 shares of the Company’s common stock as of March
31, 2010 and December 31, 2009 and are carried at fair value.





Note 5 - Major Customers and
Concentrations





Our
government service segment’s primary  "end-user" customer is the U.S.
Department of Defense (DoD) which accounted for approximately 78% and 92%
 of our total revenues for three months ended March 31, 2010 and March 31,
2009 respectively.  Accounts receivable for these contracts totaled at
March 31, 2010 and December 31, 2009 was $3,729,943 and
$3,335,667 respectively.




Included
in the government segment are two contract vehicles with the Navy Space and
Navel Warfare Command (SPAWAR) in San Diego that account for 76% and 78% of its
revenues in the three months ended March 31, 2010 and March 31,
2009  respectively. Accounts receivable for these contracts
totaled at March 31, 2010 and December 31, 2009 were approximately $2,200,000
and $1,900,000 respectively.




9




Note
6 – Commitments and Contingencies




From time
to time, lawsuits are threatened or filed against us in the ordinary course of
business. Such lawsuits typically involve claims from customers, former or
current employees, and vendors related to issues common to our industry. A
number of such claims may exist at any given time. Although there can be no
assurance as to the ultimate disposition of these matters, it is our
management's opinion, based upon the information available at this time, that
the expected outcome of these matters, individually and in the aggregate, will
not have a material adverse effect on the results of operations, liquidity or
financial condition of our company.




Note
7 -Exchange of Series A Preferred Stock for cancellation of
Series A Warrants





On
February 1, 2010, we received cash proceeds of $250,000 from Barron Partners
L.P. in exchange for the issuance of 1,400,011 shares of Series A Convertible
Preferred Stock (“Series A Preferred”) and the return and cancellation of
1,955,132 shares of Series A warrants which were originally issued in
conjunction with the September 19, 2006 Barron financing.  The
exchange was effective February 19, 2010.





The
Series A warrants did not meet all the conditions of Accounting Standards
Codification (“ASC”) 815 Derivatives and
Hedging for equity classification so they had been recorded as derivative
liabilities since inception. The fair value of the Series A warrants on the
transaction date was determined to be $87,785 using the Black-Scholes option
pricing model. Significant assumptions used in the Black Scholes model as of the
date of the exchange included a strike price of $0.283; a historical volatility
factor of 181% based upon forward terms of instruments; a remaining term of 1.58
years; and a risk free rate of 0.95%.





The Series A Preferred was designated
on August 28, 2006. The Series A Preferred has a par value of $0.01 and as of
the date of the exchange, each share of preferred stock is convertible into
3.5714 shares of the Company’s common stock and would be automatically converted
into common stock upon a change in control liquidation, at an amount equal to
$.575 per share.  The conversion price is subject to
anti-dilution protection for (i) traditional capital
restructurings, such as splits, stock dividends and reorganizations and (ii)
sales or issuances of common shares or contracts to which common shares are
indexed at less than the stated conversion prices.  Holders of the
Company’s Series A Preferred are not entitled to dividends and the Holder has no
voting rights.





In
considering the application of ASC 815, we identified those specific terms and
features embedded in the contract that possess the characteristics of derivative
financial instruments. Those features included the conversion option and buy-in
and non-delivery puts. In evaluating the respective classification of these
embedded derivatives, we were required to determine whether the host contract
(the Series A Preferred) was more akin to a debt or equity instrument in regards
to the risks. This determination is subjective. However, in complying with the
guidance provided in ASC 815 we concluded, based upon the preponderance and
weight of all terms, conditions and features of the host contracts, that the
Series A Preferred was more akin to an equity instrument for purposes of
considering the clear and close relation of the embedded feature to the host
contract. Based upon this conclusion, we further concluded that (i) embedded
features did not require derivative liability classification and (ii) certain
Non-delivery and Buy-in puts which require the Company to make-whole the
investor for market fluctuation losses in the event of non-delivery of
conversion shares meet the requisite criteria of a derivative financial
instrument and should be bifurcated. Since share delivery is in the Company’s
option and they have enough authorized shares to settle their share-settleable
debt, it was determined that the value of these puts was deminimus.


The fair
value of the Series A Preferred on the date of the exchange was determined to be
$467,840 by considering both (i) the fair value based upon the common stock
equivalent value, plus the fair value of enhancements, such as the anti-dilution
protection and (ii) the liquidation value. Since the fair value of the Series A
Preferred was greater than the carrying value of the warrants and the cash paid,
we are required to record a loss on extinguishment in accordance with ASC 470
Modifications and
Extinguishments for the difference.  This exchange resulted in
a loss on extinguishment of $130,055.





Note
8 - Purchase of intellectual property





On
January 4, 2010 the Company entered into a Patent Licensing agreement supporting
its communication services products.  In conjunction with the
agreement the Company agreed to pay  $1,300,000 as
follows;  $50,000 on the first of each month starting on January 1,
2010 and ending June 1, 2010 and a lump sum payment due of
$1,000,000  on June 30, 2010.




Note
9 – Subsequent events





Pursuant
to Financial Accounting Standards Board Accounting Standards Codification
855-10, we have evaluated all events or transactions that occurred from April 1,
2010 through the filing with the SEC.  We did not have any material
recognizable subsequent events during this period.


10




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS




The
information in this report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. This Act
provides a "safe harbor" for forward-looking statements to encourage companies
to provide prospective information about themselves so long as they identify
these statements as forward looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact made
in this report are forward looking. In particular, the statements herein
regarding industry prospects and future results of operations or financial
position are forward-looking statements. Forward-looking statements reflect
management's current expectations and are inherently uncertain. Our actual
results may differ significantly from management's expectations.





The
following discussion and analysis should be read in conjunction with the
financial statements and notes thereto included elsewhere in this report and
with our annual report on Form 10-K for the fiscal year ended December 31, 2009.
This discussion should not be construed to imply that the results discussed
herein will necessarily continue into the future, or that any conclusion reached
herein will necessarily be indicative of actual operating results in the future.
Such discussion represents only the best present assessment of our
management.





GENERAL
OVERVIEW





We derive
a substantial portion of our revenues from government contracts under which we
act as both a prime contractor and indirectly as a subcontractor to Federal DoD
agencies.  Revenues in the quarter ended March 31, 2010 from
government contracts accounted for $2,911,835 or 78% of our overall revenues. Of
our total government services revenues, approximately 76% were from two Prime
contract vehicles under SPAWAR (JPMIS).  Although we should continue
to see government contracts accounting for the largest portion of our revenue we
expect to start to see the percentage of overall revenues from our
communications group increase based on anticipated growth in our communications
services revenues.





Our total
revenues for the quarter ended March 31, 2010 was $3,741,000 which was a
decrease of $67,000 or 1.8% compared to the prior year quarter.  This
consisted of a decrease of $594,000 or 17% in our Government services segment
largely offset by an increase of $527,000 or 175% in our Communications
segment.  The decrease in our Government segment consisted of,
primarily lower margin subcontractor revenues attributable to certain task
orders on certain programs under our Seaport contract ending in 2009. We
anticipate that most of the task orders that have ended will be replaced with
new orders under our Seaport contract as contract ceilings have not yet been
fully absorbed. Additionally, based on our bid pipeline and teaming
arrangements, we anticipate wins in new agencies and expansion on existing
contracts.   Although this impacted revenues in the quarter ended
March 31, 2010, based on our bid pipeline we anticipate a pickup in
revenues  in the second quarter  and into the second half of
2010.  Our current legacy contracts that have extensions have all been
renewed for 2010 and we expect 2010 revenues to be consistent with 2009 levels
on these legacy contracts.  The majority of the bids we currently have
and are awaiting on are awards with new agencies or new contracts that add to
our current contract base.  In addition, we have entered into a number
of teaming agreements with other government contractors enabling us to provide
services on current contracts that they have been awarded.  We
anticipate these awards to begin late in the second quarter of this year and
into remaining 2010 fiscal year.  The addition of new contracts also
decreases the concentration risk of revenues attributable to our SPAWAR
contracts.




11




Historically,
our revenue from the Communications Group has been derived from wholesaling
product and services to service providers providing telecom services to inmate
facilities.  In the 2 nd
half of 2009 we expanded our offering to include direct services to
end-user inmate facilities either providing directly to inmate facilities or via
a partnering arrangement with other service providers.  This decision
was made based on our insight to the growth opportunities with the company’s
current customer base and within the inmate telecommunications
market.  The transition to the new services model was completed late
in 2009 and enabled us to move into a market that has an addressable market of
over $1.2 billion per year.  This is based on the size of the inmate
population in the United States and the telecommunications traffic derived by
this population and does not take into account any additional products we may
offer or foreign markets we may be able to pursue.  With the
transition to the direct service based model approximately 500,000 of our
total communications segment revenues of $829,000 was attributable to our new
direct services product offering.  This resulted in an overall
increase in out communication segment of 175% compared to the prior year
quarter. There are risk factors such as contracts being cancelled or a drop in
network usage that could cause a decline in our communication group revenue
however based on our current operations we do not foresee any factors that would
cause a disruption.




The new
business model will continue to require the company to make upfront capital
investments in equipment with each new contract win.  To
date,  we have secured equipment financing to support our contract
wins.  In addition, we have made an investment in licensing certain
technology of $1,300,000 of which $1,000,000 is to be paid on June 30 th of this
year.  We anticipate being able to finance this with  debt
financing.   If we are unable to finance this payment it could
have a material adverse affect on our communication group direct service
strategy and potentially our overall business.  The change in strategy
to a direct service based model in our communication group business should not
require significant R&D investments in developing our call platform
technology since our call control technology has been deployed and is currently
operating in this market from our legacy wholesaling business.




RESULTS OF
OPERATIONS





THREE
MONTHS ENDED MARCH 31, 2010 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2009




The
following tables set forth income and certain expense items as a percentage of
total revenue:




For the Three
      Months
              Ending 
      March 31,2010
            
            
            2009REVENUE
            
            $
            3,741,058
            
            
            $
            3,807,883Net (loss)
            
            $
            (532,423
            )
            
            $
            (403,081
            )Net (loss)
      per common share – Diluted
            
            $
            (0.02
            )
            
            $
            (0.02
            )




OPERATING
      EXPENSES
            
            PERCENT
      OF SALESTHREE
      MONTHS
              ENDED
      MARCH 31, 2010
            
            THREE
      MONTHS ENDED MARCH 31, 2009
            
            THREE
      MONTHS ENDED MARCH 31, 2010
            
            THREE
      MONTHS ENDED MARCH 31, 2009Research
      & Development
            
            
            155,531
            
            152,494
            
            
            4.0
            %
            4.0
            %Selling,
      General & Administrative
            
            
            1,181,212
            
            1,117,470
            
            
            31.6
            %
            29.3
            %




12




REVENUES:





Total
revenues for the three months ended March 31, 2010 decreased by $66,825 or 1.8%
to $3,741,058 compared to $3,807,883 for the three months ended March 31, 2009.
Our Government Services segment which represents revenues from professional
engineering services to Federal government Dept of Defense (DoD) agencies
accounted for 78% of total revenues compared to 92% in the year ago
quarter.





Our
Government services revenues decreased by $594,690 or 17% to $2,911,835 from
$3,506,525 in the year ago quarter. The decrease was mainly attributable to
certain task orders ending in 2009 for certain programs under our Seaport
contract vehicle. Most of the decrease was attributable to lower margin
subcontractor revenues as opposed to revenues supported by in-house
labor.





Our
communications segment revenues increased by $527,864 or 175% to $829,222 from
$301,358 in the prior year.  $557,650 of the  increase in
revenues is attributable to the successful launch of our new direct services
product tied to contract wins in the latter part of 2009.





GROSS
MARGIN:





Gross
margin for the three months ended March 31, 2010 was $1,188,212, a decrease of
$64,507 or 5.1% compared to the $1,252,719 for three months ended March 31,
2009. Gross margin, as a percentage of revenues, decreased to 31.8% from 32.9%
for the same period in 2009. The decrease in percentage was primarily due to a
decrease in our communication service gross margin percent as a result of the
introduction of direct service model revenues in the current quarter not present
in the year ago quarter. Historically, the margin from wholesaling telecom
equipment and services ran in the low 60% range.  The direct service
gross margin percentage falls in the 20% to 30% range.





RESEARCH
AND DEVELOPMENT EXPENSES:





Research
and development expenses consist primarily of salaries and related personnel
costs, and consulting fees associated with product development in our Technology
Products segment.   For the three months ended March 31, 2010,
research and development expenses increased slightly to $155,531 as compared to
$152,494 for the three months ended March 31, 2009.  Management
believes that continual enhancements of the Company's existing products are
required to enable the Company to maintain its current competitive
position.





SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES:





Selling,
General and administrative ("SG&A") expenses consist primarily of expenses
for management, fringe benefits, indirect overhead, labor costs of billable
technical staff not charged to a project or contract, finance, administrative
personnel, legal, accounting, consulting fees, sales commissions, marketing,
facilities costs, corporate overhead and depreciation expense.  For
the three months ended March 31, 2010, SG&A expenses increased to $1,181,322
from $1,117,470 in the comparable period prior year.  As a percentage
of revenues, SG&A was 31.6% for the three months ended March 31, 2010 versus
29.3% in the comparable period a year ago. The increase in expense was mainly
attributable to increase in selling costs mainly supporting our transition to a
direct services model in our communications segment.





AMORTIZATION
EXPENSES:





Non-cash
amortization expenses related mainly to intangible assets acquired in the
acquisitions of RTI and SMEI are stated separately in our statement of
operations.. Amortization expense for the three months ended March 31, 2010 was
$172,136 compared to $299,248 for the three months ended March 31, 2009. The
decrease is attributed to certain intangibles being fully amortized in 2009 and
an impairment charge to the carrying value of intangibles taken in the 4th quarter
of 2009.




INTEREST
EXPENSE:





Interest
Expense increased slightly to $81,771 for the three months ended March 31, 2010
compared to $77,217 for the three months ended March 31,
2009.  Interest expense in 2010 was comprised primarily of interest
charges on its revolving line-of-credit and short term notes.





DERIVATIVE (EXPENSE):





The
following table is derived from Note 4 in the accompanying financial
statements.




Three
      Months ended
              March
      31, 2010
            
            
            Three
      Months ended
              March
      31, 2009Derivative (expense)
            
            $
            (95,947
            )
            
            $
            (172,443
            )Conversion
      features and day-one derivative loss
            
            $
            
            
            
            $
            --Warrant
      derivative
            
            $
            (95,947
            )
            
            $
            (172,443
            )




13




NET
LOSS:





The
Company’s net loss for the three months ended March 31, 2010 was $532,423
compared to a net loss of 403,081 for the three months ended March 31,
2009.





LIQUIDITY
AND CAPITAL RESOURCES





Cash and
cash equivalents increased to $580,631 at March 31, 2010 from $212,616 at
December 31, 2009. Net cash provided by operating activities was $1,155,340 for
the three months ended March 31, 2010 compared to net cash used in operating
activities of $189,516 in the corresponding three months ended March 31,
2009.  The increase in the current quarter is mainly due to the
payable of $1,100,000 related to the licensing payment due June 30,
2010.




Net cash
used in investment activities was $1,326,706 for the three months ended March
31, 2010 compared to $0 in the corresponding period ended March 31, 2009.
Purchase of property, plant and equipment totaled $26,706 related to our direct
telecom services revenues for the three months ended March 31, 2010 compared to
$0 in the three months ended March 31, 2009. Included in investments was
$1,300,000 related to patent licensing agreement entered on January 4, 2010
licensing certain technology supporting our direct services product in our
communication segment. With the launch of our direct telecom services product in
the latter part of 2009, we expect to continue to have a requirement for capital
on a project by project basis as we are awarded service contracts. To date, we
have financed these equipment purchases with equipment based financing. The
capital requirement for our Government services business is mainly driven by the
level of and hirings of billable staff, which requires the purchase of personal
computers, in-house servers and network infrastructure.




Net cash
provided by financing activities was $539,381 for the three months ended March
31, 2010 compared to net cash used by financing activities of $796,950 in the
corresponding three months ended March 31, 2009. The $539,381 consisted of:
proceeds of $250,000 from the issuance of Series A Preferred Stock (See Note
7),  net borrowings on our line of credit of $373,579 and principal
payments on our equipment lease and notes payable of $9,189 and $5,009
respectively.


14




Going
concern considerations:





The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The going concern basis was due to the
Company’s historical negative operating cash flow and losses. The Company’s
working capital deficiency at March 31, 2010 was $2,064,980 including non-cash
derivative liabilities of $169,732. This condition  raises doubt
regarding the Company’s ability to continue as a going concern. The Company’s
ability to continue as a going concern is highly dependent upon its ability to
improve its operating cashflows over current levels and continued availability
under its line of credit financing. Included in the working capital deficiency,
is a $1,100,000 payable related to the purchase of licensing technology
supporting our direct telecom services revenues.  Management is in the
process of obtaining alternative financing to fund $1,000,000  of this
liability coming due by June 30, 2010. In the event, we are unable to secure
this fundng, it may have a material adverse affect on our direct telecom
services strategy and our business overall. Notwithstanding the licensing
payment, in the event the Company does not grow its operating cashflows, it will
need to raise alternative financing and/or restructure existing debt in a
difficult credit environment to continue as a going concern.




Financing
Activities:




On
February 1, 2010, the Company received cash proceeds of $250,000 from Barron
Partners LP in exchange for the issuance of 1,400,011 shares of Series A
Preferred Stock and the return and cancellation of 1,955,000 “A” warrants. Each
share of Series A Preferred is convertible to 3.5714 shares of common stock. The
proceeds from the issuance were primarily used to fund the monthly payments
pursuant to the settlement agreement and patent license agreement entered into
January 4, 2010 (see below).





On
January 4, 2010 the Company entered into a settlement and patent licensing
agreement supporting its communication services products.  In
conjunction with the agreements the Company agreed to pay  $1,300,000
as follows;  $50,000 on the first of each month starting on January 1,
2010 and ending June 1, 2010 and a lump sum payment due of
$1,000,000  on June 30, 2010.  As of the date of this
filing, the Company has paid a total of $200,000 and is current with regards the
payment requirements of the agreement. Management acknowledges that the Company
will not have the liquidity from operations to fund the $1,000,000 payment
coming due June 30, 2010 and is currently looking to secure
the  alternative financing needed. As of the date of this filing,
management has not yet obtained the necessary financing to be able to make the
June 30, 2010  payment. Should the Company fail to make any payments
as they become due under the license agreement, the license agreement will
terminate.




On
February 19, 2010, we amended the terms on the $750,000 note ($562,500 remaining
balance as of December 31, 2009) as follows: (i) the interest rate was increased
to 15% from 10%, (ii) the maturity date of the note was extended to August 19,
2012 from October 15, 2010., (iii) the principal amortization of the note was
changed from monthly payments of $62,500 to a lump sum payment of 531,000 due
August 19, 2011.  A call option was added on the principle balance of
$531,000 after twelve months from the effective date upon 45 days prior written
notice.





Our
current cash position, availability on our line of credit and current level of
operating cashflows are not adequate to support payments on indebtedness coming
due over the next twelve months which includes the $1,000,000 payment coming due
June 30, 2010 pursuant to telecom technology licensed. In this regard, we are
highly dependent on increasing  our operating cashflows, to planned
levels, maintaining continued availability on our line of credit facility and
raising alternative financing in order for us to service our current
indebtedness and to be able pay the $1,000,000 licensing payment coming due June
30 2010.   We have initiated cost reduction activities early 2010
which we estimate to have annualized cost savings of approximately $300,000 –
$400,000. Additionally, we have secured new customer accounts related to our new
telecom services product which adds approximately $1,700,000 in annualized
revenues to our communication group business. Despite these measures though,
there can be no assurances that the Company’s businesses will generate
sufficient cash flows from operations or that future borrowings under our line
of credit facility will be available in an amount sufficient to service our
current indebtedness or to fund other liquidity needs.  Management is
currently in the process of obtaining the alternative financing needed to fund
the June 30 payment. In the event we are not able to secure this financing or
obtain a modification on the June 30 payment, we may have to curtail certain
operations around our new direct telecom services product and may incur
significant legal costs as a result of nonpayment which may have a material
adverse effect on our overall business.  As of the date of this
filing, we have not secured the alternative financing needed. Additionally, we
are highly dependent on our ability to maintain contract funding under our
SPAWAR contract vehicles which comprise 78% of our overall
revenues.  Any interruption in task order funding on these vehicles
will have a material adverse effect on operations and our ability to continue
business as a going concern. As of the date of filing we are in good standing on
these contracts and we anticipate follow-on funding to continue for the
remaining multi-year contract term which expires on March 31, 2012.




OFF
BALANCE SHEET ARRANGEMENTS:





We do not
have any off balance sheet arrangements that are reasonably likely to have a
current or future effect on our financial condition,  revenue, results
of operations, liquidity or capital expenditures.





15





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.




N/A.




ITEM
4T. CONTROLS AND PROCEDURES.





Evaluation
of Disclosure Controls and Procedures




Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial, we evaluated the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934 (the “Exchange Act”) as of the end of the period covered by
this  Quarterly Report on Form 10-Q. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures as of the end of the period covered by this
report were not effective such that the information required to be disclosed by
us in reports filed under the Securities Exchange Act of 1934 is
(i) recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms and (ii) accumulated and
communicated to our management to allow timely decisions regarding disclosure. A
controls system cannot provide absolute assurance, however, that the objectives
of the controls system are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud if any, within
a company have been detected.





Management
has determined that, as of March 31, 2010, there were material weaknesses in our
internal controls as of March 31, 2010.  A material weakness in the
Company’s internal controls exists in that, beyond the Company’s Chief Financial
Officer there is a limited financial background amongst other executive officers
or the board of directors.  This material weakness may affect
management’s ability to effectively review and analyze elements of the financial
statement closing process and prepare financial statements in accordance with
U.S. GAAP.  In making this assessment, our management used the
criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).  As a result of the material weaknesses
described above, our management concluded that as of March 31, 2010, we did not
maintain effective internal control over financial reporting based on the
criteria established in Internal Control — Integrated
Framework issued by the COSO.


.


Changes
in internal control




Our
management, with the participation our Chief Executive Officer and Chief
Financial Officer, performed an evaluation as to whether any change in our
internal controls over financial reporting occurred during the 2010 Quarter
ended March 31, 2010. Based on that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that no change occurred in the Company’s
internal controls over financial reporting during the 2010 Quarter ended March
31, 2010 that has materially affected, or is reasonably likely to materially
affect, the Company’s internal  controls over financial
reporting.




16




PART
II




OTHER INFORMATION




ITEM
1 - LEGAL PROCEEDINGS




We are not a party to any pending legal proceeding,
nor is our property the subject of a pending legal proceeding, that is not in
the ordinary course of business or otherwise material to the financial condition
of our business. None of our directors, officers or affiliates is involved in a
proceeding adverse to our business or has a material interest adverse to our
business.




ITEM
1A. RISK FACTORS




There
have been no material changes from the Risk Factors described in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2009.





ITEM
2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




On
February 1, 2010, the Company issued and sold 1,400,011 shares of Series A
Preferred Stock to Barron Partners LP.  Each share of Series A
Preferred is convertible to 3.5714 shares of common stock at the option of the
holder.  In addition, Barron Partners returned an aggregate of
1,955,000 Series A Warrants to the Company for cancellation.  The
Company received cash proceeds of $250,000 from the private
placement.




ITEM
3 - DEFAULTS UPON SENIOR SECURITIES




None.




ITEM
4 - RESERVED





ITEM
5 - OTHER INFORMATION




On April
8, 2010, the Board of Directors of the Company accepted the resignation of
Jeannemarie Devolites Davis as a member of the Company’s Board of
Directors.  There were no disagreements or disputes between Ms.
Devolites Davis and the Company which led to her resignation. Her resignation
was effective immediately.




Item
6. Exhibits





Exhibit
              Number
            
            Description31.1
            
            Certification
      by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
      of the Exchange Act31.2
            
            Certification
      by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
      of the Exchange Act32.1
            
            Certification
      by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
      United States Code32.2
            
            Certification
      by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
      United States Code


17





SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




LATTICE
      INCORPORATEDDATE: May 24,
    2010
              BY:
              /s/
      Paul BurgessPAUL
      BURGESSCHIEF
      EXECUTIVE OFFICER

                  (PRINCIPAL
      EXECUTIVE
                  OFFICER),
      SECRETARY AND
                  DIRECTOR





DATE:
      May 24, 2010
              BY:
              /s/
      Joe NotoJOE NOTOCHIEF
      FINANCIAL OFFICER
                (PRINCIPAL
      ACCOUNTING
                OFFICER)
  18