**EXHIBIT
      31.2**


CERTIFICATION




I,
      Joe
      Noto, Chief Financial Officer of Lattice Incorporated, certify
      that:





1.           I
      have reviewed this quarterly report on Form 10-QSB of Lattice Incorporated
      for
      the fiscal quarter ended March 31, 2007;





2.
                Based on my knowledge,
      this report does not contain any untrue statement of a material fact or omit
      to
      state a material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with respect
      to the period covered by this report;





3.
                Based on my knowledge,
      the financial statements, and other financial information included in this
      quarterly report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods presented in this report;





4.
                The small business
      issuer's other certifying officer(s) and I are responsible for establishing
      and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-15(e) and 15d-15(e)) for the small business issuer and have:





(a)          
designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer is made known to
      us
      by others, particularly during the period in which this annual report is being
      prepared;





(b)           
evaluated the effectiveness of the small business issuer's disclosure controls
      and presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and





(c)          disclosed in this
      report any change in the small business issuer's internal control over financial
      reporting that occurred during the small business issuer's most recent fiscal
      quarter (the small business issuer's fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the small business issuer's internal control over financial
      reporting; and





5.
                The small business
      issuer's other certifying officer(s) and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the small
      business issuer's auditors and the audit committee of the small business
      issuer's board of directors (or persons performing the equivalent
      functions);





(a)            all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer's ability to record, process,
      summarize and report financial information; and





(b)            any fraud,
      whether or not material, that involves management or other employees who have
      a
      significant role in the small business issuer's internal control over financial
      reporting.




Dated:
                September 13, 2007/s/
                Joe NotoJoe
                NotoChief
                Financial Officer