UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form
10-K





(Mark
One)




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


OF


1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009





o
  TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT OF 1934


FOR
THE TRANSITION PERIOD FROM __________ TO ___________


COMMISSION   FILE NUMBER
________________________________





LATTICE
INCORPORATED


(Exact
name of registrant as specified in charter)





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





7150 N. Park Drive, Suite
500, Pennsauken, New Jersey 08109


(Address
of principal executive offices) (Zip Code)





Registrant's
telephone Number: (856) 910-1166





Securities
registered under Section 12(b) of the Exchange Act: None.




Securities
registered under Section 12(g) of the Exchange Act: Common Stock,


$.01 par
value




Check
whether the issuer is not required to file reports pursuant to Section
13


or 15(d)
of the Exchange Act. o




Indicate
by check mark if the registrant is a   well-known seasoned
issuer, as defined in Rule 405 of te Securities Act


Yes o   No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes o   No x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 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 x  
No 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 such shorter period that the
registrant was required to submit and post such files). Yes  ̈No  ̈




Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained in this form, 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




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  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            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




The
aggregate market value of the voting and non-voting common stock held by
non-affiliates, based on the closing price of such common stock as reported on
the OTC Bulletin Board as of June 30, 2009  was approximately
$1,005,000.




As of
April 13, 2010, the issuer had 22,917,379 outstanding shares of Common
Stock.




DOCUMENTS
INCORPORATED BY REFERENCE: NONE








TABLE OF
CONTENTS





PagePART
      IItem
      1.
                            Business
                            1Item
      1A
                            Rick
      Factors
                            5Item
      1B
                            Unresolved
      Staff Comments
                            10Item
      2.
                            Propreties
                            10Item
      3.
                            Legal
      Proceedings
                            11Item
      4.
                            Reserved
                            11PART
      IIItem
      5.
                            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchase of Equity Securities
                            11Item
      6
                            Selected
      Financial Data
                            14Item
      7.
                            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operation
                            14Item
      7A
                            Quantitative
      and Qualitative Disclosures About Market RiskItem
      8.
                            Financial
      Statements and Supplementary Data
                            26Item
      9.
                            Changes
      In and Disagreements with Accountants on Accounting and
      Financial Disclosure
                            26Item
      9A(T).
                            Controls
      and Procedures
                            26Item
      9B.
                            Other
      Information
                            26PART
      IIIItem
      10.
                            Directors,
      Executive Officers, Promoters and Corporate Governance
                            28Item
      11.
                            Executive
      Compensation
                            30Item
      12.
                            Security
      Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters
                            34Item
      13.
                            Certain
      Relationship and Related Transactions, and Director
      Independence
                            36Item
      13.
                            Principal
      Accountant Fees and Services
                            36Item
      14.
                            Exhibits
                            37SIGNATURES
                            41








PART I


ITEM
1. DESCRIPTION OF BUSINESS.





ORGANIZATIONAL
HISTORY




We were
formed under the name Science Dynamics Corporation, incorporated in the State of
Delaware in May 1973 and began operations in July 1977. We have been developing
and delivering technologically advanced telecommunication solutions for over 25
years. We changed our name to Lattice Incorporated in February 2007. Lattice
incorporated is referred to herein as the "Company," "we," "us," and
"our".





At
December 31, 2009, we operated the businesses of SMEI and LGS (formerly RTI) as
separate legal entities with regards to our contractual relationships with our
government clients. For reporting reasons, the SMEI and LGS (formerly RTI)
operations comprise the Government Services segment.  We anticipate
merging LGS (formerly RTI) and SMEI into a single legal entity encapsulating all
our federal government services.  This will require the novation of
some of our federal government contracts into the new entity and to some extent
is dependent on our customers approving the contract novation.





In
addition, Lattice Incorporated continues to supply call control technology to
telecom service providers. We have been a primary supplier to a major Local
Exchange Carrier and, in recent years; have expanded our customer base to
include the newly emerging unregulated companies offering the same service in
today’s more highly competitive telecom environment.





Business
of Government Services





The
Government Services Division provides engineering services coupled with advanced
technology solutions to agencies of the federal government. We have developed
advanced data management applications, Internet server technology, and
information systems within federal agencies. Our technology and services helps
our customers reduce development time for projects, manage the deployment of
applications across the Internet to desktops around the world and implement
military grade security on all systems where the applications are
deployed.  We have designed, developed and implemented advanced
business management applications, integration technologies and enterprise
geospatial systems. We currently support several operational systems in all of
these categories for major organizations and defense commands using web-based
technologies and the consolidation of custom and commercial off-the-shelf
software to unite dissimilar applications into integrated systems.  In
addition we provide network engineering, architectural guidance, database
management, expert programming and functional area expert analysis to our
Department of Defense clients.  We provide strategic consulting to support
business requirements, change management, and financial analysis and
metrics for several of our major federal customers.





The
Government Services division comprises approximately 90% of revenues from the
Department of Defense.  Our contracts with the Federal Government are
comprised of three contract types; time and materials, fixed price, and cost
plus.  These contract types are dependent on the Federal Government
and we have little control over the type of contract the Federal Government
chooses to operate under.  In addition, we have a mix of prime
contracts, where the contract is awarded to us, and subcontracts where we are a
sub on another organizations prime contract.  We currently have
approximately 90% of revenues being generated from prime
contracts.  As we expand our business we anticipate partnering with
other organizations and having a more equal split between prime and sub
contracts.





Virtually
all of our Government Services Segment revenues are dependent upon continued
funding of the United States government agencies that we serve. The portion of
total company revenues contingent on government funding represented
approximately 93% of our total revenues for the twelve months ended
December 31, 2009 and 93% for the year ended December 31, 2008. Any
significant reductions in the funding of United States government agencies or in
the funding of specific programs served by or targeted by our business could
materially and adversely affect our operating results.


1





U.S.
government contracts are subject to termination for convenience by the
government, as well as termination, reduction or modification in the event of
budgetary constraints or any change in the government’s requirements. In
addition, U.S. government contracts are conditioned upon the continuing
availability of congressional appropriations. Congress usually appropriates
funds on a fiscal year basis even though contract performance may take several
years. Consequently, at the outset of a major program, the contract is usually
incrementally funded and additional funds are normally committed to the contract
by the procuring agency as Congress makes appropriations for future fiscal
years. Any failure of such agencies to continue to fund such contracts or
failure by Congress to make sufficient appropriations to the relevant agencies
could have a material adverse effect on our operating results.





Aquifer
Software





We
develop and market the Aquifer Application Services Platform, a proprietary
software product embedded in the applications developed for our customers.
Aquifer helps developers build a new class of software called rich Internet
applications. These applications are secure custom or commercial desktop and
mobile Windows Forms applications that use the traditional client/server model
while exploiting Web Services-based communications over the
Internet.





Aquifer
is a .NET application platform built on a service-oriented architecture that
delivers scalable and secure Web applications to Windows desktop and Windows CE
platforms. Aquifer gives SMEI a competitive advantage with its service bids by;
(i) reducing development time and (ii) enabling the management and the
deployment of applications across the Internet to desktops around the world
while implementing Department of Defense certified and accredited security on
all deployed systems. Aquifer addresses the needs of development organizations
to more rapidly develop custom Windows Forms applications and lower the costs to
secure, deploy and maintain them. Aquifer helps organizations solve the
following problems:





Reduction
      in application development time, cost and
risk;


Reduction
      of desktop and PDA application deployment time and
  cost;


Increased
      richness of user experience;


Elimination
      of security concerns inherent with Web browser
      vulnerabilities;


Decreased
      server software and hardware costs;
and


Optimization
      of network resources for best
performance.





We market
Aquifer as both a productivity tool and a secure application platform. Whether
modernizing legacy applications or building new service-oriented, Web based
systems, Aquifer is designed to shorten the time it takes to develop and deliver
custom solutions in Microsoft .NET environments. Aquifer provides many common
service components including:





Data
Access;


Role-based
User Profiles;


Flexible
Security Model including strong encryption;


Configuration
Management;


Event
Management;


Integration
Gateways; and


Secure
Client.


2





Sales
and Marketing




We
continue to market all aspects of our Government Services through a direct sales
force.  In addition, we have partnered with other government
contractors with complimentary services to bid on new contracts.  We
will continue this practice and anticipate this aspect of our marketing efforts
should add to our subcontract revenues.  This strategy allows us to
participate in contracts that under normal circumstances we would be unable to
competitively bid for.





We
continue to market our Aquifer Application Services Platform to federal
government agencies, systems integrators and, independent software vendors that
are building Windows rich Internet applications. Aquifer’s products, training
and services are focused on the .NET Windows Forms application development
market where enterprise IT organizations and systems integrators are tasked with
building and managing applications that run on the Internet using the .NET
Framework.





Communications
Group





We
continue to supply call control technology to service providers offering collect
calling and prepaid calling to inmates of correctional
institutions.  The technology and services we provide in supporting
the technology we sell to service providers currently constitutes 95% of the
revenues derived from the Communications Group.   We anticipate
continuing to provide the technology and support services, however, in 2009 we
starting competing as service provider.  We anticipate this area to
comprise a larger percentage of our revenues from the Communications Group’s
revenues.





Our
Products





BubbleLink





BubbleLink
is a versatile and feature rich transaction processing platform that is used to
develop and enhance a variety of customizable communications
applications





Nexus
Call Control System




The Nexus
Call Control System is built on our BubbleLink software architecture. This open
source platform is a combination of integrated computer telephony hardware and
software. The Nexus Call Control System is capable of handling thousands of call
transactions per hour and provides telecom service providers with effective
tools to manage telephone calls. The Nexus can scale handle small to large
facilities without sacrificing features or performance.





Nexus
call control systems are supported by an integrated array of administrative and
investigative programs that provide a management solution suite. All programs
interact in real-time with Nexus calls and databases via an Ethernet Local Area
Network (LAN) or a Wide Area Network (WAN).




Nexus  provides
technologically advanced call control and management tools targeted at
investigation and law enforcement in the inmate telephone control industry.
Nexus includes live monitoring, debit and recording features. The Nexus system
can be structured to use pre-paid collect and pre-paid debit cards that support
specialized tariffs and call timing. With pre-paid services, Nexus provides
complete control and security.





MinuteMan





The
MinuteMan product, which is also built on our BubbleLink technology, is a
complete turnkey system. The MinuteMan is designed for smaller pre-paid card
vendors that want to break free from the resale only mode of the card
business.


3




SensorView





SensorView,
which provides clients with the capability to command, control and monitor
multiple distributed chemical, biological, nuclear, explosive and hazardous
material sensors.




Research and
Development





Our
research efforts are focused on adapting new technologies to current and
potential products. Efforts in research cover new techniques in software
development and component technologies. We are continuously redesigning and
updating our existing products to integrate the latest technologies. As we
expand our products in existing markets and make initial steps into new markets,
increases in research expenditures will become necessary.





Intellectual
Property





In June
1998, we were granted a patent (Patent No. 5,768,355) from the U.S. Patent and
Trademark Office on a three-way call detection system.





On
December 21, 2004 the United States Patent and Trademark Office issued trademark
serial number 78326540 for the name “Aquifer.”




No
assurance can be given as to the scope of any patent protection. We believe that
rapid technological developments in the communications and IT industries may
limit the protection afforded by its patents. Since our patents precisely define
the parameters of their technology, that information may allow competitors to
modify the technology in order to circumvent the original patent. Accordingly,
we believe that our success is dependent on its engineering competence, service,
and the quality and economic value of products.





Customer
Support





Our
technical support staff provides telephone support to customers using a
computerized call tracking and problem reporting system. We also provide initial
installation and training services for our products. We have instituted an
annual maintenance contract which entitles customers to software updates,
technical support and technical bulletins.





Competition





Most of
the major competitors in the call control platform field provide call control
systems as part of a telecommunications service offering selling directly to the
correctional facilities while we now sell directly and to service providers. We
compete with these companies primarily by offering service providers and
correctional facilities customized call control features not available on any
other platform.  The competition in the industry ranges from larger
national organizations such as Global Tel*Link and Securus, to small regional
organizations.  Our key competitive advantage in this market is the
features our technology provides and consistent reliable customer service.





Government
Regulation





The
Federal Communications Commission requires that some of our products meet Part
15 and Part 68 of the Code of Federal Regulations. Part 15 (subpart B) deals
with the suppression of radio frequency and electro-magnetic radiation to
specified levels. Part 68 deals with protection of the telephone network. Other
than Federal Communication Commission requirements, our business is not subject
to material governmental regulation. Because all of the components used in our
equipment are purchased from other suppliers, their components have already
satisfied FCC requirements. As a result FCC regulation does not impact our
product.


4





EMPLOYEES





As of
December 31, 2009, we had 45 full time employees and no part time employees. We
supplement full-time employees with subcontractors and part-time individuals,
consistent with workload requirements. None of our employees are covered by a
collective bargaining agreement. We consider relations with our employees to be
good.





ITEM
1A. RISK FACTORS





There are
numerous and varied risks, known and unknown, that may prevent us from achieving
our goals. If any of these risks actually occur, our business, financial
condition or results of operation may be materially adversely affected. In such
case, the trading price of our common stock could decline and investors could
lose all or part of their investment.





RISKS RELATED TO OUR  
BUSINESS





Liquidity
Risk





Our
liquidity is highly dependent on our (i) cash reserves (ii) availability on our
credit facility and (iii)our ability to achieve our planned operating cashflows
.. In the event there is an unexpected downturn in our business or we are unable
to achieve our operating goals, the Company would need to modify its debt
agreements, curtail operations and obtain alternative funding in a challenging
credit environment. We generated an operating cash flow deficit of $118,534 for
2009. We paid down the outstanding balance  on our line of credit by
$619,651, which decreased the outstanding balance on our credit facility to
$838,231as of December 31, 2009 from $1,458,183  as of December 31
2008.  Since our borrowing capacity is limited by the level of our
eligible trade receivables, more reliance will be placed on our ability to
achieve planned operating performance to fund our debt payments coming due in
the next twelve months. We cannot give any assurance that we will be able to
achieve our planned operating goals nor give any assurance of our ability to
obtain alternative financing.





We
depend on contracts with the federal government for a substantial majority of
our revenue, and our business could be seriously harmed if the government
significantly decreased or ceased doing business with us.




We
derived 93% of our total revenue in FY 2009 and 93% of our total revenue in FY
2008 from federal government contracts, either as a prime contractor or a
subcontractor. We expect that federal government contracts will continue to be
the primary source of our revenue for the foreseeable future. If we were
suspended or debarred from contracting with the federal government generally,
with the General Services Administration, or any significant agency in the
intelligence community or the Department of Defense (“DoD”), or if our
reputation or relationship with government agencies were to be impaired, or if
the government otherwise ceased doing business with us or significantly
decreased the amount of business it does with us, our business, prospects,
financial condition and operating results could be materially and adversely
affected.





Because
we depend on government contracts for most of our revenues, loss of government
contracts or a reduction in funding of government contracts could adversely
affect our revenues and cash flows.





Revenue
from contracts with agencies of the United States government either as a prime
or a subcontractor accounted for approximately $14,483,165, or 93% of revenues,
for the year ended December 31, 2009 as compared to $15,149,944, or 93% of our
revenues for the year ended December 31, 2008. Our government contracts are
incrementally funded for periods ranging up to twelve months, and the government
agencies may require re-bidding before a contract is renewed, with no assurance
that we will be awarded an extension of the contract. Further, agencies of the
United States government may cancel these contracts at any time without penalty
or may change their requirements, programs or contract budget or decline to
exercise options. Any such action by the government agencies could result in a
material decline in our revenues and cash flows.


5





We
derive a significant portion of our revenues from two multi-year contract
vehicles.







Approximately
73% of our 2009 revenues versus 68% in 2008 come from two contract vehicles
(Seaport-e and SSA Task orders) under Joint Program Manager Information Systems
(JPMIS). These contracts are multi-year contracts (base year plus four option
years) and are incrementally funded for interim periods up to twelve
months.  A termination or modification of these contracts would
seriously harm our business and have a material impact on the Company’s revenues
and cash flows.





Because
we sell our products and services in highly competitive markets, we may not be
able to compete effectively.





Competition
for our products and services are highly competitive. In offering our services,
we compete with a number of companies some of which are considerably larger than
we are, including major defense contractors who offer technology services as
well as other products to government agencies. In addition, there are numerous
smaller companies that offer both general and specialized services to both
government agencies and commercial customers. In marketing our technology
products, we compete with a number of large companies, including defense
contractors, and smaller companies. In selecting vendors, the government
agencies consider such factors as whether the product meets the specifications,
the price at which the product is sold and the perceived ability of the vendor
to deliver the product in a timely manner. Competitors may use our financial
condition and history of losses in competing with us.


6





We
depend on a limited number of suppliers for certain parts, the loss of which
could result in production delays and additional expenses.





Although
most of the parts used in our products are available from a number of different
suppliers on an off-the-shelf basis, certain parts are available from only one
supplier, specifically, certain circuit boards from Natural Micro Systems.
Although we believe that our technology is adaptable to other suppliers; it
would require two to four months of development work that could delay other
engineering initiatives, and as a result the added costs and delays could hurt
our business.





If
our products and services fail to perform or perform improperly, revenues and
results of operations could be adversely affected and we could be subject to
legal action to recover losses incurred by our customers.





Products
as complex as ours may contain undetected errors or “bugs,” which may result in
product failures or security breaches or otherwise fail to perform in accordance
with customer expectations. Any failure of our systems could result in a claim
for substantial damages against us, regardless of our responsibility for the
failure. Although we maintain general liability insurance, including coverage
for errors and omissions, we cannot assure you that our existing coverage will
continue to be available on reasonable terms or will be sufficient to cover one
or more large claims, or that the insurer will not disclaim coverage as to any
future claim. The occurrence of errors could result in loss of data to us or our
customers which could cause a loss of revenue, failure to achieve acceptance,
diversion of development resources, injury to our reputation, or damages to our
efforts to build brand awareness, any of which could have a material adverse
affect on our market share, revenues and, in turn, our operating
results.





Changes
in technology and our ability to enhance our existing products, including
research and development, will require technical and financial resources, the
unavailability of which could hinder sales of our products and result in
decreased revenues.





The
markets for our products, especially the telecommunications industry, change
rapidly because of technological innovation, changes in customer requirements,
declining prices, and evolving industry standards, among other factors. To be
competitive, we must both develop or have access to the most current technology
and incorporate this technology in our products in a manner acceptable to our
customers. Our failure to offer our customers the most current technology could
affect their willingness to purchase our products, which would, in turn, impair
our ability to generate revenue.




If we
lose our security clearance our business could be adversely
affected.





Certain
of our contracts with government agencies require us to maintain security
clearances.  Although our subsidiaries have the clearances necessary to
perform under our current contracts, the federal government could at any
time in its discretion remove these security clearances, which could effect our
ability to get new contracts.





If
we make any acquisitions, they may disrupt or have a negative impact on our
business.




We have
recently made acquisitions and we may make additional acquisitions in the
future. If we make acquisitions, we could have difficulty integrating the
acquired companies’ personnel and operations with our own. In addition, the key
personnel of the acquired business may not be willing to work for us. We cannot
predict the affect expansion may have on our core business. Regardless of
whether we are successful in making an acquisition, the negotiations could
disrupt our ongoing business, distract our management and employees and increase
our expenses. In addition to the risks described above, acquisitions are
accompanied by a number of inherent risks, including, without limitation, the
following:




·
            the
      difficulty of integrating acquired products, services or
      operations;





7


·
            the
      potential disruption of the ongoing businesses and distraction of our
      management and the management of acquired
  companies;





·
            the
      difficulty of incorporating acquired rights or products into our existing
      business;





·
            difficulties
      in disposing of the excess or idle facilities of an acquired company or
      business and expenses in maintaining such
  facilities;





·
            difficulties
      in maintaining uniform standards, controls, procedures and
      policies;


8





·
            the
      potential impairment of relationships with employees and customers as a
      result of any integration of new management
  personnel;





·
            the
      potential inability or failure to achieve additional sales and enhance our
      customer base through cross-marketing of the products to new and existing
      customers;





·
            the
      effect of any government regulations which relate to the business
      acquired; and





·
            potential
      unknown liabilities associated with acquired businesses or product lines,
      or the need to spend significant amounts to retool, reposition or modify
      the marketing and sales of acquired products or the defense of any
      litigation, whether of not successful, resulting from actions of the
      acquired company prior to our
acquisition.





Our
business could be severely impaired if and to the extent that we are unable to
succeed in addressing any of these risks or other problems encountered in
connection with these acquisitions, many of which cannot be presently
identified, these risks and problems could disrupt our ongoing business,
distract our management and employees, increase our expenses and adversely
affect our results of operations.




We
may not be able to enhance our existing products to address the needs of other
markets.




The first
step on realizing our business development strategy requires us to enhance
current products so they can meet the needs of other markets. If we are unable
to do this, we may not be able to increase our sales and further develop our
business.





RISKS
RELATING TO OUR COMMON STOCK





The potential issuance of a
significant number of shares upon exercise or conversion of convertible
securities and notes may depress the market price of our common stock.





As of
April 13, 2010, we had 22,929,959 shares of common stock issued and 22,917,379
outstanding. Additionally, we have 37,936,772 shares of common stock issuable
upon conversion of our preferred stock and warrants. The sale or potential sale
of these shares issuable pursuant to convertible securities and warrants may
result is substantial dilution to the holders of common stock and these factors
may have a depressive effect upon the market price of our common
stock.







The
volatility of and limited trading market in our common stock may make it
difficult for you to sell our common stock for a positive return on your
investment.





The
public market for our common stock has historically been very volatile. Over the
past two fiscal years, the market price for our common stock has ranged from
$0.05 to $0.65. Any future market price for our shares is likely to continue to
be very volatile. Further, our common stock is not actively traded, which may
amplify the volatility of our stock. These factors may make it more difficult
for you to sell shares of common stock.


9





Our
common stock may be deemed a “penny stock,” which would make it more difficult
for our investors to sell their shares.





Our
common stock may be subject to the “penny stock” rules adopted under Section
15(g) of the Exchange Act. The penny stock rules generally apply to companies
whose common stock is not listed on The NASDAQ Stock Market or other national
securities exchange and trades at less than $4.00 per share, other than
companies that have had average revenue of at least $6,000,000 for the last
three years or that have tangible net worth of at least $5,000,000 ($2,000,000
if the company has been operating for three or more years). These rules require,
among other things, that brokers who trade penny stock to persons other than
“established customers” complete certain documentation, make suitability
inquiries of investors and provide investors with certain information concerning
trading in the security, including a risk disclosure document and quote
information under certain circumstances. Many brokers have decided not to trade
penny stocks because of the requirements of the penny stock rules and, as a
result, the number of broker-dealers willing to act as market makers in such
securities is limited. If we remain subject to the penny stock rules for any
significant period, it could have an adverse effect on the market for our
securities. If our securities are subject to the penny stock rules, investors
will find it more difficult to dispose of our securities.





ITEM
1B. UNRESOLVED STAFF COMMENTS





N/A





ITEM
2. PROPERTIES.





We lease
a 3,000 square foot office in an industrial park in Pennsauken, New Jersey. This
space is also used to test our products and for other corporate activities. Our
lease began June 1, 2006 and is for a term of three years at $2,812 per month.
The lease was renewed for an additional year expiring May 31, 2010. We are in
the process of  renewing this space for an additional
year.




SMEI
leases a facility located at 2411 Dulles Corner Drive, Herndon Virginia 20171.
The facility is comprised of 8,740 square feet of office space. The lease is
pursuant to a Lease Agreement dated October 22, 2007. The lease commenced
November 1, 2007 and ends October 31, 2010. SMEI currently pays $21,850 per
month under the lease and is in the process of renewing its
lease.


10





LGS
(formerly RTI) leases a facility located at 8306 Rugby Road, Manassas VA. The
facility is comprised of 3,166 square feet of space. The lease expires on May
31, 2010. The Company does not utilize the space since it combined operations of
SMEI and LGS (formerly RTI) at our Herndon facility.  This lease was
terminated March 15, 2009.  Lattice paid $6,000 as consideration for
Landlord’s agreement to terminate the Lease prior to its stated
term





ITEM
3. 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
4. RESERVED.





PART II





ITEM 5. MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS ISSUER PURCHASES OF EQUITY
SECURITIES.





MARKET
INFORMATION





Our
common stock is currently quoted on the OTC Bulletin Board under the symbol
“LTTC.” For the periods indicated, the following table sets forth the high and
low sales prices per share of common stock for the years ended December 31, 2009
and 2008 and the interim periods through April 13, 2010. These prices represent
inter-dealer quotations without retail markup, markdown, or commission and may
not necessarily represent actual transactions. The prices below have been
adjusted to reflect the one-for-ten reverse split.





Year
Ended December 31, 2010





High
                      
                      
                      LowFirst
      Quarter ended March 31, 2010
                      
                      $
                      .20
                      
                      
                      $
                      .055Second
      Quarter ended June 30, 2009 (through April 13, 2010)
                      
                      $
                      .08
                      
                      
                      $
                      .09





Year
Ended December 31, 2009


High
                  
                  
                  LowFirst
      Quarter ended March 31, 2009
                  
                  $
                  .15
                  
                  
                  $
                  .065Second
      Quarter ended June 30, 2009
                  
                  $
                  .149
                  
                  
                  $
                  .06Third
      Quarter ended September 30, 2009
                  
                  $
                  .09
                  
                  
                  $
                  .07Fourth
      Quarter ended December 31, 2009
                  
                  $
                  .10
                  
                  
                  $
                  .05





Year
Ended December 31, 2008


High
                  
                  
                  LowFirst
      Quarter ended March 31, 2008
                  
                  $
                  .65
                  
                  
                  $
                  .28Second
      Quarter ended June 30, 2008
                  
                  $
                  .42
                  
                  
                  $
                  .25Third
      Quarter ended September 30, 2008
                  
                  $
                  .32
                  
                  
                  $
                  .20Fourth
      Quarter ended December 31, 2008
                  
                  $
                  .27
                  
                  
                  $
                  .06





11


The
market price of our common stock, like that of other technology companies, is
highly volatile and is subject to fluctuations in response to variations in
operating results, announcements of technological innovations or new products,
or other events or factors. Our stock price may also be affected by broader
market trends unrelated to our performance.




HOLDERS




As of
April 13, 2010, we had 22,917,379 outstanding shares of common stock held by
approximately 288 stockholders of record. The transfer agent of our common stock
is Continental Stock Transfer and Trust Company.




DIVIDENDS





The
Company has recorded dividends on 502,160 shares of  5% Series B
Preferred Stock.  In 2009, the Company recorded $25,108 of dividends
payable. Dividends cannot be paid and are being accrued as long as the Company
has an outstanding balance on its revolving line of credit.


12


Equity
Compensation Plan Information





The
following table sets forth the information indicated with respect to our
compensation plans under which our common stock is authorized for issuance as of
the year ended December 31, 2009.




Plan category
                
                Number of
                  securities
                  to be issued
                  upon
                  exercise of
                  outstanding
                  options,
                  warrants and
                  rights
                
                
                Weighted average
                  exercise price of
                  outstanding options,
                  warrants and
                  rights
                
                
                Number of
                  securities
                  remaining
                  available for
                  future issuance
                  under equity
                  compensation
                  plans (excluding
                  securities
                  reflected in
                  column (a)(a)
                
                
                (b)
                
                
                (c)Equity
      compensation plans approved by security holders
                
                
                7,548,500
                
                
                $
                0.08
                
                
                
                3,758,000Equity
      compensation plans not approved by security holders
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-Total
                
                
                7,548,500
                
                
                $
                0.08
                
                
                
                3,758,000




RECENT
SALES OF UNREGISTERED SECURITIES




None.


13


ITEM 6. SELECTED FINANCIAL
DATA





N/A





ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION.





FORWARD-LOOKING
STATEMENTS




The
information in this annual report contains forward-looking statements. All
statements other than statements of historical fact made in this annual 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
consolidated financial statements, included herewith. 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.





Business
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 from government contracts accounted for
$14,483,165 or 93% of our overall revenues for the twelve months ended December
31, 2009. Of our total government contract revenues, approximately 78% 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
revenues decreased by $674,000 or 4% from the prior year.  This was
largely attributable to some of our government contracts ending in 2008,
one task order not being renewed, and delays in task order renewals toward the
end of the year.  Most of our contracts that have ended have been
replaced with new contracts either within the same agency or offset by contract
wins in new agencies.  Our sales pipeline has been strengthened with
our additional investment in sales and marketing  in 2009. However,
contract awards for some of our bids have been pushed off from being awarded in
Q4 of 2009 or Q1 of 2010 until the second quarter of
2010.   Although this impacted our 2009 revenues we anticipate
picking up additional contracts in 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 awards are 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 in the
second quarter of this year.  This also decreases the concentration
risk of revenues attributable to our SPAWAR contracts.





Our gross
margin increased from 30.9% in 2008 to 33.6% in 2009.  This is
primarily a mix shift towards a lower percentage of our government service
revenues coming from lower margin subcontractor revenues. Approximately 50% of
our revenues consists of pass-through or subcontractor revenues which compares
to 51.4% in the prior year.   As we continue to add new contracts
and utilize in-house labor our reliance on lower subcontractor revenue should
continue to decrease.


14





Our
SG&A expenses increased to $5,189,000 from $4,667,374 in the prior
year  primarily due to a ramp up of  our sales and marketing
to support both our Government services business and
our  transition into the direct services segment of the inmate
telecommunications market.  Additionally, our share based compensation
increased compared to prior year related to options issued to key
employees  in May of 2008 and in July 2009.  We have
implemented cost reduction initiatives based on further consolidation of
expenses in our government services operation which should result in expense
savings of approximately $300,000- $400,000 annually starting in the 2nd quarter
of  2010. With the cost savings and the expected increase in revenues,
we expect a decline in our SG&A costs as a percentage of
revenue.





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 2nd
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 we have already secured
new business that management expects will add approximately $1.7 million in
annualized revenues. With just the business we added to date, we expect our 2010
revenues from commucation services to increase  125% over our 2009
revenue.  There are 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 requires 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 30th 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 service
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.


15


RESULTS OF OPERATIONS - YEAR ENDED
DECEMBER 31, 2009 COMPARED TO THE YEAR ENDED   DECEMBER 21, 2008





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






For the Years Ending December 31,2009
                  
                  
                  2008Sales
                  
                  $
                  15,595,433
                  
                  
                  $
                  16,248,481Net
      income (loss)
                  
                  $
                  (1,326,967
                  )
                  
                  $
                  934,237Net
      income (loss) per common share – Diluted
                  
                  $
                  (0.08
                  )
                  
                  $
                  (0.04
                  )




OPERATING EXPENSES
                
                
                PERCENT OF SALES2009
                
                
                2008
                
                
                2009
                
                
                2008Research
      & Development
                
                
                541,783
                
                
                
                518,342
                
                
                
                3.5
                %
                
                
                3.2
                %Selling,
      General & Administrative
                
                
                5,189,848
                
                
                
                4,667,374
                
                
                
                33.3
                %
                
                
                28.7
                %




SALES:





Total
sales for the fiscal year ended December 31, 2009 decreased to $15,595,433
compared to $16,268,481 in the prior year ended December 31, 2008, representing
a decrease of $673,048 or 4.1%.  The decrease in revenues was mostly
attributable to several contracts ending in our Government Services business
during 2008 which was partially offset by new contracts won and expansion on
existing contracts during 2009.  We expect 2010 revenues on our
existing contract vehicles to remain consistent with 2009 levels.




We
derived 93% and 93% of our revenue during the twelve months ended
December 31, 2009 and 2008, respectively, from contracts with U.S.
government agencies which we segment as Government Services. Our Government
services revenues are derived from services provided to the federal
government Dept of Defense (DoD) agencies or to prime contractors supporting the
federal government, including services provided by our employees and our
subcontractors. Approximately 73% of our 2009 revenues were derived from two
contract vehicles under SPAWAR (JPMIS), our Seaport-e and SSA contracts, which
compared to approximately 68% of revenues in the previous year.


16




COST OF SALES:





Cost of
sales for the fiscal year ended December 31, 2009 decreased 7.9% to $10,355,860
from $11,245,484 for the prior year ended December 31, 2008. The decrease in
cost of sales was attributable to a decline in revenues in our Government
services segment and lower revenues attributable to subcontractors. Cost of
sales in our Government Services segment consists of billable direct labor and
other direct costs (ODCs), which include, among other costs, subcontractor labor
and materials along with equipment purchases and travel expenses. ODCs, which
are common in the government contracting industry, typically are incurred in
response to specific client tasks and may vary from period to period. As a
percentage of revenues, cost of sales decreased to 66.4% from 69.1% for the same
period in 2008. Revenues supported by subcontractors accounted for approximately
50.5% of our overall revenues versus approximately 51.6% for 2008.





RESEARCH
AND DEVELOPMENT:





Research
and development expenses increased slightly to $541,783 for the fiscal year
ended December 31, 2009 from $518,342 in the year ended December 31, 2008.
Engineering staffing levels are comparable to 2008 levels. Management believes
that continual enhancements of the Company's products will be required to enable
us to maintain its competitive position. We  will have to focus its
principal future product development and resources on developing new,
innovative, technical products and updating existing products.




SELLING,
GENERAL AND ADMINISTRATIVE:




Selling,
general and administrative expenses ("SG&A") consist primarily of expenses
for management, finance and administrative personnel, legal, fringe costs,
indirect overhead costs, accounting, consulting fees, sales commissions,
non-cash depreciation and amortization expenses, marketing, and facilities
costs. For the year ended December 31, 2009, SG&A increased to $5,189,848
from $4,667,374 for the comparable year ended December 31, 2008, representing a
increase  of $522,474 or 11.2%. As a percentage of revenues, SG&A
costs for 2009 increased  to 33.3% from 28.7% for the year ended
December 31, 2008. The increase in SG&A was mainly attributable to an
increase in stock based compensation and an increase in selling and marketing
expenses in both our Government services and Communications group
businesses.





AMORTIZATION
& IMPAIRMENT





Non-cash
amortization expense for 2009 and 2008 related to intangible assets recognized
in the purchase accounting of SMEI and LGS (formerly RTI) amounted to $1,196,992
and $1,488,228 respectively.  The decrease in 2009 is attributable to
certain of our intangible assets becoming fully amortized in the prior periods.
In addition, the Company recorded an impairment charge in the 4th quarter
of 2009 of $235,301 which compared to an impairment charge of $5,486,342
incurred in the 4th quarter
of 2008 related to the valuation of intangibles and goodwill recorded in
conjunction with the SMEI and LGS (formerly RTI) acquisitions (See Note 9 for a
full discussion).




INTEREST
EXPENSE





Interest
Expense consists of interest paid and accrued on our notes payable and
outstanding balance on our credit facility. Interest expense increased slightly
to $237,088 for the year ended December 31, 2009 from $230,839 for the prior
year ended December 31, 2008.


17





DERIVATIVE
INCOME (EXPENSE):





The
following table is derived from Note 10 in the accompanying financial
statements.




Year ended
                  December 31,
                  2009
                
                
                Year ended
                  December 31,
                  2008Derivative
      income
                
                $
                39,036
                
                
                $
                3,147,958Conversion
      features and day-one derivative loss
                
                $
                
                
                
                $
                —Warrant
      derivative
                
                $
                39,036
                
                
                $
                3,147,958





EXTINGUISHMENT
INCOME (LOSS):





In 2008,
the Company recorded $2,695,025 as a gain on extinguishment for the issuance of
520,000 shares of newly issued Series C Convertible Preferred Stock in exchange
(See Note 8 the “Barron Exchange”) for the  return of Barron’s
unregistered warrants to the Company for cancellation.





NET
INCOME:





The
Company's net loss for the year ended December 31, 2009 was $1,326,967 which
compared to net income of $934,237 for the year ended December 31, 2008. Net
income  is influenced by the matters discussed in the other sections
of this MDA However, it should be noted that our 2009 net income included
$39,036 compared to $3,147,958 in 2008 of derivative income which represents the
decrease in fair value of derivative liabilities (principally compound
derivatives that were bifurcated from hybrid convertible securities and
non-exempt warrants). See Derivative Income above where we discuss the material
assumptions underlying fair value adjustments and their potential effect on
income. Also included in our 2008 income was a non-cash extinguishment gain of
$2,695,025 recorded on the exchange with Barron of Preferred Series C Stock for
outstanding warrants.





INCOME  APPLICABLE
TO COMMON STOCKHOLDERS:





Income
applicable to common stock gives effect to our net income , cumulative
undeclared dividends on our Series B Preferred Stock amounting to $25,108 and
$25,108 for the year ended December 31, 2009 and 2008, respectively. Income
applicable to common stockholders’ serves as the numerator in our basic earnings
per share calculation. We will continue to reflect cumulative preferred stock
dividends until the preferred stock is converted into common, if
ever.


18





LIQUIDITY
AND CAPITAL RESOURCES





Cash and
cash equivalents decreased to $212,616 at December 31, 2009 from $1,363,130 at
December 31, 2008. Net cash used for operating activities was $118,534 for the
twelve months ended December 31, 2009 compared to net cash used for
operating activities of $23,583 in the corresponding twelve months ended
December 31, 2008.




Net cash
used in investment activities was $284,460 for the twelve months ended December
31, 2009 compared to $15,560 in the corresponding period ended December 31,
2008. Purchase of property, plant and equipment totaled $284,460 for 2009
compared to $15,560 prior year. The increase in capital requirement is
attributable to the launch of the direct telecom service products in latter
part  of 2009. 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
used by financing activities was $747,520 for the twelve months ended December
31, 2009 compared to net cash provided by financing activities of $632,358 in
the corresponding twelve months ended December 31, 2008. The $747,520 consisted
of, repayments of short term notes totaling $222,166, net payments on our credit
facilities of 619,651 favorably offset by increased net borrowings on equipment
financings of $94,297.


19


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. For the twelve
months ended December 31, 2009 we had negative cash flows from operations of
$118,534 and the Company’s working capital deficiency at December 31, 2009 was
$1,324,524 including non-cash derivative liabilities of $161,570. These
conditions raise 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. In the
event the Company does not grow operating cashflows, it will need to raise
alternative financing and/or restructure existing debt in a difficult credit
environment.


20





On July
17, 2009, the Company and its wholly-owned subsidiary, Ricciardi Technologies,
Inc. (“LGS (formerly 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”). An
acceptable receivable is one that is approved by Action Capital and less than 90
days old.  The maximum amount eligible to be advanced to the Company by
Action Capital under the Action Agreement is $3,000,000.  The Company
shall 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
shall pay a monthly fee to Action Capital equal to 0.75% of the outstanding
balance at the end of the month.





Pursuant
to the Action Agreement, the Company granted Action Capital a security interest
in certain assets of the Company including all accounts, accounts receivable,
contract rights, rebates and books and records pertaining to the foregoing. At
December 31, 2009 the Company had $838,231 outstanding on its credit facility
with Action Capital.





Working
capital and other activities:




The
Company’s working capital deficiency as of December 31, 2009 amounts to
$1,324,524 compared to a deficiency of $401,614 as of December 31, 2008.
Included in the deficiency was $161,570  and $200,606 of non-cash
derivative liabilities respectively. At December 31, 2009 current assets of
$3,935,716 compared to current liabilities of $5,098,670. The current
liabilities total of $5,260,240 included an outstanding balance of $838,000 on
our 3,000,000 revolving credit facility.





On June
16, 2009 the Company entered an equipment lease financing agreement with Royal
Bank America Leasing  to purchase approximately $130,000 in equipment
to support the PIMA county contract in our communications group. The terms of
equipment financing 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 December 31,
2009, the outstanding balance was $94,297.





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 patent license agreement entered into January 4, 2010
(see below).





On
January 4, 2010 the Company entered into a 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 to 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.


21





On
February 19, 2010 (effective date), 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.





We are
highly dependent on improving our operating cashflows, maintaining continued
availability on our line of credit facility and raising alternative financing in
order for us to service our current indebtedness and to 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, 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 looking to obtain the alternative financing
needed to fund the June 30 payment . In the event we are not able to obtain
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 will have a
material adverse effect on our overall business.  As of the date of
this filing, we have not secured the alternative financing. Additionally, we are
highly dependent on our ability to maintain contract funding under our SPAWAR
contract vehicles which comprise 73% of our overall revenues.  Any
interruption in task order funding on these vehicles could 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, revenues, results of
operations, liquidity or capital expenditures.




CRITICAL
ACCOUNTING POLICIES AND SENSITIVE ESTIMATES:





Use of Estimates





The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States (US GAAP). The preparation of these
financial statements 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.




Basis of Financial Statement
Presentation





At
December 31, 2009 the Company has a working capital deficiency of $1,324,524
including non-cash derivative liabilities of $161,570.  During 2009
the Company had a loss from operations of $1,924,351 of which $235,301 was in
impairment charge on intangibles, the balance of the loss was $1,689,050. It
should be noted the operating loss adjusted for impairment of $1,689,050
included non-cash items totaling $1,752,000 consisting of; $1,197,000 in
amortization of intangibles, $514,000 of stock-based compensation and $41,000 of
depreciation expense. This condition raises substantial doubt regarding the
Company’s ability to continue as a going concern. The Company’s ability to
continue as a going concern is dependent upon management’s continuing and
successful execution on its business plan to achieve profitability. The
accompanying financial statements do not include any adjustments that may result
from the outcome of this uncertainty.


22




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.





Derivative Financial
Instruments





Derivative
financial instruments are initially recorded at fair value and subsequently
adjusted to fair value at the close of each reporting period. The Company
estimates fair values of derivative financial instruments using various
techniques (and combinations thereof) that are considered to be consistent with
the objective measuring fair values. In selecting the appropriate technique,
management considers, among other factors, the nature of the instrument, the
market risks that it embodies and the expected means of settlement. For less
complex derivative instruments, such as free-standing warrants, the Company
generally uses the Black-Scholes-Merton option valuation technique because it
embodies all of the requisite assumptions (including trading volatility,
estimated terms and risk free rates) necessary to fair value these instruments.
For complex derivative instruments, such as embedded conversion options, the
Company generally uses the Flexible Monte Carlo valuation technique because it
embodies all of the requisite assumptions (including credit risk, interest-rate
risk and exercise/conversion behaviors) that are necessary to fair value these
more complex instruments. For forward contracts that contingently require
net-cash settlement as the principal means of settlement, the Company projects
and discounts future cash flows applying probability-weightage to multiple
possible outcomes. Estimating fair values of derivative financial instruments
requires the development of significant and subjective estimates that may, and
are likely to, change over the duration of the instrument with related changes
in internal and external market factors. In addition, option-based techniques
are highly volatile and sensitive to changes in the trading market price of our
common stock, which has a high-historical volatility. Since derivative financial
instruments are initially and subsequently carried at fair values, our income
(loss) will reflect the volatility in these estimate and assumption
changes.




Revenue
Recognition





Revenue
is recognized when all significant contractual obligations have been satisfied
and collection of the resulting receivable is reasonably assured. Revenue from
product sales is recognized when the goods are shipped and title passes to the
customer.


23


The
company applies the guidance of SOP-97.2 with regards to its software products.
Under this guidance, the Company determined that its product sales do not
contain multiple deliverables for an extended period beyond delivery where
bifurcation of multiple elements is necessary. The software is embedded in the
products sold and shipped. Revenue is recognized upon delivery, installation and
acceptance by the customer. PCS (post-contract customer support) and upgrades
are billed separately and when rendered or delivered and not contained in the
original arrangement with the customer. Installation services are included with
the original customer arrangement but are rendered at the time of delivery of
the product and invoicing.




The
Company provides IT and business process outsourcing services under cost
reimbursable, time-and-material, fixed-price contracts, which may extend up to 5
years. Services provided over the term of these arrangements may include,
network engineering, architectural guidance, database management, expert programming and functional
area expert analysis   Revenue is generally recognized when a contract has
been executed, the contract price is fixed and determinable, delivery of
services or products has occurred, and collectability of the contract price is
considered probable and can be reasonably estimated.





·
            Under
      cost reimbursable contracts, the Company is reimbursed for allowable
      costs, and paid a fee. Revenues on cost reimbursable contracts are
      recognized as
      costs are incurred plus an estimate of applicable fees earned. The
      Company considers fixed fees under cost reimbursable contracts to be
      earned in proportion of the allowable costs incurred in performance of the
      contract.  Certain cost under government contracts are subject
      to audit by the government.  Indirect costs are charged to
      contracts using provisional or estimated indirect rates, which are subject
      to later revision based on government audits.  Management
      believes that any adjustment by the government will not be material to the
      financial statements.




·
            Revenue
      on time and materials contracts are recognized based on direct labor hours
      expended at contract billing rates and adding other billable direct
      costs.  For fixed price contracts that are based on unit pricing or
      level of effort, the Company recognizes revenue for the number of units
      delivered in any given fiscal period.  For fixed price contracts in
      which the Company is paid a specific amount to provide a particular
      service for a stated period of time, revenue is recognized ratably over
      the service period.




·
            The
      Company’s contracts with agencies of the government are subject to
      periodic funding by the respective contracting agency. Funding for a
      contract may be provided in full at inception of the contract or
      ratably throughout the contract as the services are provided.  In
      evaluating the probability of funding for purposes of assessing
      collectability of the contract price, the Company considers its previous
      experiences with its customers, communications with its customers
      regarding funding status, and the Company’s knowledge of available funding
      for the contract or program. If funding is not assessed as probable,
      revenue recognition is deferred until realization is deemed
      probable.





Impairments
of long-lived assets





At least
annually, the Company reviews all long-lived assets with determinate lives for
impairment. Long-lives assets subject to this evaluation include property and
equipment and intangible assets that amount to $4,576,841 (or 52%) of total
assets at December 31, 2009. The Company considers the possibility that
impairments may be present when indicators of impairment are present. In the
event that indicators are identified or, if within management’s normal
evaluation cycle, the Company establishes the presence of possible impairment by
comparing asset carrying values to undiscounted projected cash flows. The
preparation of cash flow projections requires management to develop many, often
subjective, estimates about the Company’s performance. These estimates include
consideration of revenue streams from existing customer bases, the potential
increase and decrease in customer sales activity and potential changes in the
Company’s direct and indirect costs. In addition, if the carry values of
long-lived assets exceed undiscounted cash flow, the Company would estimate the
impairment based upon discounted cash flow. The development of discount rates
necessary to develop this cash flows information requires additional assumptions
including the development of market and risk adjusted rates for discounting cash
flows. While management utilizes all available information in developing these
estimates, actual results are likely to be different than those
estimates.


24





Goodwill
represents the difference between the purchase price of an acquired business and
the fair value of the net assets of businesses the Company has acquired.
Goodwill is not amortized. Rather, the Company tests goodwill for impairment
annually (or in interim periods if events or changes in circumstances indicate
that its carrying amount may not be recoverable) by comparing the fair value of
each reporting unit, as measured by discounted cash flows, to the carrying value
of the reporting unit to determine if there is an indication that potential
impairment may exist. One of the most significant assumptions underlying this
process is the projection of future sales. The Company reviews its assumptions
when goodwill is tested for impairment and makes appropriate adjustments, if
any, based on facts and circumstances available at that time. While management
utilizes all available information in developing these estimates, actual results
are likely to be different than those estimates.


25





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





All
financial information required by this Item is attached hereto at the end of
this report beginning on page F-1 and is hereby incorporated by reference.





ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.





N/A





ITEM
9A(T). CONTROLS AND PROCEDURES.





Management’s
Report on Internal Control over Financial Reporting





The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act). The Company’s internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP. The
Company’s internal control over financial reporting includes those policies and
procedures that:




- pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;




- provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that receipts
and expenditures of our company are being made only in accordance with
authorizations of our management and directors; and




- provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Under the supervision and with
the participation of our management, the Company assessed the effectiveness of
the internal control over financial reporting as of December 31, 2009. In
making this assessment, we used the criteria set forth in Internal Control-Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on the results of this assessment and on those
criteria, the Company concluded that a material weakness exists in the internal
controls as of December 31, 2009.




A
material weakness in the Company’s internal controls exists in that, beyond the
Company’s CFO 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 December 31, 2009, we did
not maintain effective internal control over financial reporting based on the
criteria established in Internal Control — Integrated
Framework issued by the COSO.




26




This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal controls over financial
reporting.   Management’s report was not subject to attestation
by the company’s registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit the company to provide
only management’s report in this annual report.




Changes
in internal control




There
were no changes in the small business issuer’s internal control over financial
reporting identified in connection with the company evaluation required by
paragraph (3) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred
during the small business issuer’s fiscal year that has materially affected or
is reasonably likely to materially affect the small business issuer’s internal
control over financial reporting





ITEM
9B. OTHER INFORMATION.




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.





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.


27





PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





EXECUTIVE
OFFICERS, DIRECTORS AND KEY EMPLOYEES




The
following table sets forth the names and ages of the members of our Board of
Directors and our executive officers and the positions held by each. There are
no family relationships among any of our Directors and Executive
Officers.





Name
                      
                      Age
                      
                      PositionPaul
      Burgess
                      
                      44
                      
                      President,
      chief executive officer and directorJoe
      Noto
                      
                      50
                      
                      Chief
      financial officer and secretaryRobert
      E. Galbraith
                      
                      65
                      
                      DirectorDonald
      Upson
                      
                      55
                      
                      Director




BACKGROUND
OF EXECUTIVE OFFICERS AND DIRECTORS




Paul Burgess,
President, Chief Executive Officer and Director.    From March 1, 2003
until February 14, 2005, Mr. Burgess was our Chief Operating Officer. As of
February 9, 2005, Mr. Burgess was appointed our President and Chief Executive
Officer. On February 14, 2005, Mr. Burgess was appointed a member of our Board
of Directors. From January 2000 to December 2002, Mr. Burgess was President and
Chief Financial Officer of Plan B Communications. Prior to Plan B
Communications, Mr. Burgess spent three years with MetroNet Communications,
where he was responsible for the development of MetroNet’s coast to coast intra
and inter city networks. Mr. Burgess was also influential in developing the
operations of MetroNet during the company’s early growth stage. Prior to joining
MetroNet, Mr. Burgess was with ISM, a company subsequently acquired by IBM
Global Services, where he was responsible for developing and deploying the
company’s distributed computing strategy.





Joe Noto, Chief
Financial Officer and Secretary. Mr. Noto joined Lattice in March 2005 as
Vice President of Finance and served in that position until May 2005 when he
accepted the position of Chief Financial Officer. Prior to joining the Company,
from 2002 to 2005, Mr. Noto was VP/Controller heading financial operations at
Spectrotel Inc. (formerly Plan B Communications), a communications service
provider. From 2000 to 2002, Mr. Noto was the Finance Director at Pivotech
Systems, a communications software start-up Company backed by Optical Capital
Group. Mr. Noto holds a B.A. degree from Rutgers College and is a Certified
Public Accountant of New Jersey and is a member of the American Institute of
CPA’s and the New Jersey Society of CPA’s.





Robert E.
Galbraith, Director. Mr. Galbraith is currently a consultant to firms
seeking innovative technical solutions in the security marketplace. Areas in
which Mr. Galbraith has consulted include: data encryption, internet telephony
(VoIP), intelligent data recording, secure local and wide area network
solutions, physical security and biometric security. Prior to consulting, Mr.
Galbraith was President, owner and technical administrator of Secure Engineering
Services, Inc. (“SESI”) from its inception in 1979 until the firm was sold in
1996. During this period, SESI provided services and equipment to the U.S.
Forces and NATO component Forces in Europe. Clients included the U.S. Army, Navy
and Air Force, the SHAPE Technical Center, Euro Fighter Program, Sandia Labs,
JPL, MITRE and NATO programs.





Donald Upson, Director. Mr.
Upson has been a member of our board of directors since January 2007. Mr. Upson recently retired
as the Commonwealth of Virginia’s first Secretary of Technology. Mr. Upson has
more than two decades of government, corporate, and high technology experience.
Mr. Upson is a graduate of California State University Chico.


28





Board
Leadership Structure and Role in Risk Oversight





Although
we have not adopted a formal policy on whether the Chairman and Chief Executive
Officer positions should be separate or combined, we have traditionally
determined that it is in our best interests and our shareholders to combine
these roles.  Paul Burgess currently serves as Chairman and Chief
Executive Officer of the Company.  Due to our small size and limited
resources, we believe it is currently most effective to have the Chairman and
Chief Executive Officer positions combined.





Our Audit
Committee is primarily responsible for overseeing our risk management processes
on behalf of our board of directors.  The Audit Committee receives and
reviews periodic reports from management, auditors, legal counsel, and others,
as considered appropriate regarding our company’s assessment of risks. In
addition, the Audit Committee reports regularly to the full Board of Directors,
which also considers our risk profile. The Audit Committee and the full Board of
Directors focus on the most significant risks facing our company and our
company’s general risk management strategy, and also ensure that risks
undertaken by our Company are consistent with the Board’s appetite for risk.
While the Board oversees our company’s risk management, management is
responsible for day-to-day risk management processes. We believe this division
of responsibilities is the most effective approach for addressing the risks
facing our company and that our Board leadership structure supports this
approach.


29





BOARD
COMPOSITION




At each
annual meeting of stockholders, all of our directors are elected to serve from
the time of election and qualification until the next annual meeting of
stockholders following election. The exact number of directors is to be
determined from time to time by resolution of the board of
directors.




COMMITTEES




We have
an audit committee. The members of our audit committee are Donald Upson and
Robert E. Galbraith, both of whom are independent. We do not have an audit
committee financial expert, as that term is defined in Item 401 of Regulation
S-B, but expect to designate one in the near future. We have not yet adopted an
audit committee charter but expect to do so in the near future.




We have a
compensation committee. The members of the compensation committee are Paul
Burgess, Robert Galbraith, and Donald Upson.




We do not
have a nominating committee because of our limited resources. The full board
will take part in the consideration of director nominees.  The board
considers, among other things, the diversity of potential board member’s
backgrounds, including their professional experience, education, skills and
other individual attributes in assessing their potential appointment to the
board.




CODE
OF ETHICS




We have
adopted a Code of Ethics and Business Conduct for Officers, Directors and
Employees that applies to all of our officers, directors and employees. The Code
of Ethics is filed as Exhibit 14.1 to our annual report on Form 10-KSB for the
fiscal year ended December 31, 2003, which was filed with the Securities and
Exchange Commission on April 9, 2004. Upon request, we will provide to any
person without charge a copy of our Code of Ethics. Any such request should be
made to Attn: Paul Burgess, Lattice Incorporated, 7150 N. Park Drive, Suite 500,
Pennsauken, N.J. 08109. Our telephone number is (856) 910-1166.




SECTION
16(A) BENEFICIAL OWNERSHIP COMPLIANCE




Section 16(a) of the Securities
Exchange Act of 1934 requires our directors and executive officers and persons
who beneficially own more than ten percent of a registered class of our equity
securities to file with the SEC initial reports of ownership and reports of
change in ownership of common stock and other of our equity securities.
Officers, directors and greater than ten percent stockholders are required by
SEC regulations to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, no persons have failed to file, on a timely basis, the
identified reports required by Section 16(a) of the Exchange Act during the most
recent fiscal year ended December 31, 2009.





ITEM
11. EXECUTIVE COMPENSATION.





The
following table sets forth all compensation earned in respect of our Chief
Executive Officer and those individuals who received compensation in excess of
$100,000 per year, collectively referred to as the named executive officers, for
our last two completed fiscal years.


30




SUMMARY COMPENSATION
TABLE





Name and
                              Principal Position
                            
                            Year
                            
                            Salary
                              $
                            
                            
                            Bonus
                              $ (1)
                            
                            Stock
                              Awards
                              $
                            
                            Option
                              Awards
                              $ (2)
                            
                            
                            Non-Equity
                              Incentive Plan
                              Compensation
                              $
                            
                            
                            Nonqualified
                              Deferred
                              Compensation
                              Earnings
                              $
                            
                            
                            All Other
                              Compensation
                              $
                            
                            
                            Total
                              $Paul
      Burgess
                            
                            2009
                            
                            $
                            250,000
                            
                            
                            $
                            75.000
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            325,000President,
      Chief
                            
                            2008
                            
                            $
                            225,000
                            
                            
                            
                            
                            
                            
                            
                            $
                            621,376
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            845,376Executive
      Officer and Director
                            
                            2007
                            
                            $
                            225,000Joe
      Noto
                            
                            2009
                            
                            
                            175,000
                            
                            
                            $
                            $30,000
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            215,000Chief
      Financial
                            
                            2008
                            
                            $
                            150,000
                            
                            
                            $
                            30,000
                            
                            
                            
                            
                            310,688
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            490,688Officer
                            
                            2007
                            
                            $
                            150,000
                            
                            
                            $
                            30,000


31




OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END





The
following table sets forth with respect to grants of options to purchase our
common stock to the name executive officers as of December 31,
2009:




Name
                          
                          Number of
                            Securities
                            Underlying
                            Unexercised
                            Options
                            #
                            Exercisable
                          
                          
                          Number of
                            Securities
                            Underlying
                            Unexercised
                            Options
                            #
                            Unexercisable
                          
                          
                          Equity
                            Incentive Plan
                            Awards:
                            Number of
                            Securities
                            Underlying
                            Unexercised
                            Unearned
                            Options
                            #
                          
                          
                          Option
                            Exercise
                            Price
                            $
                          
                          Option
                            Expiration
                            Date
                          
                          Number
                            of
                            Shares
                            or Units
                            of Stock
                            That
                            Have
                            Not
                            Vested
                            #
                          
                          
                          Market
                            Value
                            of
                            Shares
                            or Units
                            of Stock
                            That
                            have not
                            vested
                            $
                          
                          
                          Equity
                            Incentive
                            Plan
                            Awards:
                            Number of
                            Unearned
                            Shares Units
                            or Other
                            Rights That
                            Have Not
                            Vested #
                          
                          
                          Equity
                            Incentive
                            Plan
                            Awards
                            Market or
                            Payout
                            Value of
                            Unearned
                            Shares Units
                            or Other
                            Rights That
                            have not
                            Vested
                            $Joe
      Noto
                          
                          
                          
                          
                          
                          
                          200,000
                          (a)
                          
                          
                          
                          
                          
                          $
                          0.08
                          
                          July,20151,400,000
                          (a)
                          
                          
                          
                          
                          
                          $
                          0.08
                          
                          May,
      2018Paul
      Burgess
                          
                          
                          
                          
                          
                          
                          200,000
                          (b)
                          
                          
                          
                          
                          
                          $
                          0.08
                          
                          May
      ,2014200,000
                          (b)
                          
                          
                          
                          
                          
                          $
                          0.08
                          
                          Oct
      ,2014600,00
                          (b)
                          
                          
                          
                          
                          
                          $
                          0.08
                          
                          Feb
      ,20152,800,000
                          (b)
                          
                          
                          
                          
                          
                          $
                          0.08
                          
                          May,
      2018


32




(a)
            466,666
      vest May 2010; 666,667 vest July 15, 2010; and 466,666 vest May
      2011




(b)
            933,333
      vest May 2009, 2010; 1,933,333 vest July 15, 2010; 933,333 vest May
      2011




COMPENSATION
OF DIRECTORS




We compensate our directors $1,000 per meeting and
$10,000 annually as a director. In 2009 director fees were unpaid and
accured.




EMPLOYMENT
AGREEMENTS




On March
24, 2009 the Company renewed its Executive Employment Agreement with Paul
Burgess. Under the Executive Employment Agreement, Mr. Burgess is employed as
our Chief Executive Officer for an initial term of three years. Thereafter, the
Executive Employment Agreement shall automatically be extended for successive
terms of one year each. Mr. Burgess will be paid a base salary of $250,000 per
year under the Executive Employment Agreement Amendment. Mr. Burgess is also
eligible for an incentive bonus of not less than 40% of his base salary based on
achieving certain goals established annually by the Compensation Committee of
the Board. As part of the agreement he will receive medical, vacation and profit
sharing benefits consistent with our current policies. The agreement may be
terminated by Mr. Burgess upon at least 60 days prior notice to us.





On March
24, 2009, the Company renewed its executive employment agreement with Joe Noto.
Under the Executive Employment agreement, Mr Noto is employed as our Chief
Financial Officer for a term of three years at an annual base salary of
$175.000. Thereafter, the Executive Employment Agreement will shall be
automatically extended for successive terms of one year each.  Mr.
Noto is also eligible for an incentive bonus of not less than 40% of his base
salary based on achieving certain goals established annually by the Compensation
Committee of the Board. As part of the agreement he will receive medical,
vacation and profit sharing benefits consistent with our current policies. The
agreement may be terminated by Mr. Noto upon at least 60 days prior notice to
us.


33


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.




SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




The
following table provides information about shares of common stock beneficially
owned as of April 15, 2010 by:





·
            each
    director;





·
            each officer named in the summary
      compensation table;





·
            each person owning of record or
      known by us, based on information provided to us by the persons named
      below, to own beneficially at least 5% of our common stock;
      and





·
            all
      directors and executive officers as a
group.





Name of Beneficial Owner (1)
                
                Common Stock
                  Beneficially Owned
                  (2)
                
                
                Percentage of
                  Common Stock
                  Beneficially Owned (2)Paul
      Burgess (3)
                
                
                933,333
                
                
                
                3.9
                %Robert
      Galbraith (4)
                
                
                319,333
                
                
                
                1.4
                %Michael
      Ricciardi (5)
                
                
                3,080,000
                
                
                
                13.4
                %Marie
      Ricciardi (5)
                
                
                3,080,000
                
                
                
                13.4
                %Burlington Assembly of God
      (6)
                  2035 Columbus
      Road
                  Burlington, New Jersey
      08016
                
                
                1,333,333
                
                
                
                5.8
                %Joe
      Noto (3)
                
                
                466,667
                
                
                
                2.0
                %Laurus
      Master Fund, Ltd. And wholly owned subsidiaries (10)
                
                
                1,879,015
                
                
                
                7.6
                %Donald
      Upson
                
                
                28,637
                
                
                
                *Alan
      Bashforth (9)
                
                
                2,324,836
                
                
                
                9.5
                %All
      named executive officers and directors as a group (4
    persons)
                
                
                1,747,969
                
                
                
                7.2
                %





*  
Less than 1%





(1)
            Except as otherwise indicated,
      the address of each beneficial owner is c/o Lattice Incorporated , 7150 N.
      Park Drive, Suite 500, Pennsauken, NJ
  08109





(2)
            Applicable percentage ownership
      is based on 22,917,329 shares of common stock outstanding as of April 13,
      2010, together with securities exercisable or convertible into shares of
      common stock within 60 days of April 13, 2010 for each stockholder.
      Beneficial ownership is determined in accordance with the rules of the
      Securities and Exchange Commission and generally includes voting or
      investment power with respect to securities. Shares of common stock that
      are currently exercisable or exercisable within 60 days of April 13, 2010
      are deemed to be beneficially owned by the person holding such securities
      for the purpose of computing the percentage of ownership of such person,
      but are not treated as outstanding for the purpose of computing the
      percentage ownership of any other
person.


34





(3)
            Represents shares issuable upon
      exercise of options.





(4)
            Includes 5,000 shares owned by
      Mr. Galbraith’s wife, as to which Mr. Galbraith disclaims beneficial
      interest





(5)
            Mr. and Mrs. Ricciardi are
      husband and wife. The number of shares beneficially owned by each of them
      includes (a) 710,000 shares owned by Michael Ricciardi, (b) 1,460,000
      shares owned by Marie Ricciardi, and (c) 910,000 shares owned by them as
      custodian for their minor child. Mr. and Mrs. Ricciardi disclaim
      beneficial interest in the shares owned by the other and their minor
      child.





(6)
            Represents 666,667 shares of
      common stock and 333,333 shares of common stock issuable upon exercise of
      warrants.





(7)
            Warrants issued to Dragonfly as
      placement fees for the Barron financing. These warrants were issued in
      2 traunches of 489,100 each with a strike price of $0.50 and $1.25
      per share respectively with a five year
  term.





(9)
            Includes: (a) 16,500 shares owned
      by Mr. Bashforth; (b) 152,000 shares owned by Innovative Communications
      Technology, Ltd., which is controlled by Mr. Bashforth; (c) 436,336 shares
      owned by Calabash Holdings Ltd., which is controlled by Mr. Bashforth; and
      (d) 600,000 warrants exercisable at $1.00 per share which expire 2012 and
      (f) 170,000 shares and 850,000 warrants issued in connection with the
      private placement of common stock between April 14thand May 11, 2006. The warrants
      are five year warrants and have a strike price of $1.20 per share. We
      issued 100,000 shares of common stock in December 2007 related to
      consulting services
rendered.





(10)
            Includes
      warrants to purchase 600,000 shares of common stock at an exercise price
      of $1.10; warrants to purchase an aggregate of 1,458,333 shares of common
      stock at an exercise price of $0.10 per share; and warrants to purchase
      25,000 shares at exercise prices ranging from $0.99 to $1.24 per
      share.  The warrants exercisable at $0.10 per share have certain
      exercise limitations which prevent the holder from exercising such that
      they would control in excess of 9.99% of the Company’s issued and
      outstanding capital.  The remaining warrants have certain
      exercise limitations which prevent the holder from exercising such that
      they would control in excess of 4.99% of the Company’s issued and
      outstanding capital.





Barron
Partners holds preferred stock and warrants which, if fully converted and
exercised, would result in the ownership of more than 5% of our outstanding
common stock. However, the note and warrant, by their terms, may not be
converted or exercised if such conversion or exercise would result in Barron
Partners or its affiliates owning more than 4.9% of our outstanding common
stock. This limitation may not be waived.




No
Director, executive officer, affiliate or any owner of record or beneficial
owner of more than 5% of any class of our voting securities is a party adverse
to our business or has a material interest adverse to us.


35


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE





Director
Independence





Of the
members of the Company’s board of directors, Donald Upson is considered to be
independent under the listing standards of the Rules of NASDAQ setforth in
the NASDAQ Manual independent as that term is set forth in the listing standards
of the National Association of Securities Dealers.





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.




Audit
Fees




The
aggregate fees billed by our principal accountant for the audit of our annual
financial statements, for the fiscal years ended December 31,
2009  were $55,000. . In addition $101,000 of fees were paid to our
former auditor Demetrius & Company, L.L.C. in connection our 2008 audit and
2009 quarterly reviews.




Audit-Related
Fees





Tax
Fees




The
aggregate fees billed for professional services rendered by our principal
accountant for tax compliance, tax advice and tax planning for the fiscal years
ended December 31, 2009 and 2008 were $14,500 and $13,500, respectively. These
fees related to the preparation of federal income and state franchise tax
returns.


36




All
Other Fees





There
were no other fees billed for products or services provided by our principal
accountant for the fiscal years ended December 31, 2009 and 2008.




Audit
Committee Pre-Approval Policies and Procedures




The Audit
Committee’s policy is to pre-approve all audit and permissible non-audit
services provided by the independent auditors. These services may include audit
services, audit-related services, tax services and other services. Pre-approval
is generally provided for up to one year and any pre-approval is detailed as to
the particular service or category of services and is generally subject to a
specific budget. The independent auditors and management are required to
periodically report to our Board of Directors regarding the extent of services
provided by the independent auditors in accordance with this pre-approval, and
the fees for the services performed to date. The Board of Directors may also
pre-approve particular services on a case-by-case basis.




All
members of the Company’s audit committee approved the engagement of Acquavella,
Chiarella, Shuster, Berkower & Co., LLP as the Company’s independent
registered public accountants.





ITEM
15. EXHIBITS.





ExhibitNumber
            
            Description2.2
            
            Stock
      Purchase Agreement dated December 16, 2004 among Science Dynamics
      Corporation, Systems Management Engineering, Inc. and the shareholders of
      Systems Management Engineering, Inc. identified on the signature page
      thereto (Incorporated by reference to Form 8-K, filed with the Securities
      and Exchange Commission on December 22, 2004)2.3
            
            Amendment
      No. 1 to Stock Purchase Agreement dated February 2, 2005 among Science
      Dynamics Corporation, Systems Management Engineering, Inc. and the
      shareholders of Systems Management Engineering, Inc. identified on the
      signature page thereto (Incorporated by reference to Form 8-K, filed with
      the Securities and Exchange Commission on February 11,
    2005)2.4
            
            Stock
      purchase agreement by Ricciardi Technologies, Inc., its Owners, including
      Michael Ricciardi as the Owner Representative and Science Dynamics
      Corporation, dated as of September 12,
2006.**


37




3.1
            
            Certificate
      of Incorporation (Incorporated by reference to the Company's registration
      statement on Form S-18 (File No. 33-20687), effective April 21,
      1981)3.2
            
            Amendment
      to Certificate of Incorporation dated October 31, 1980 (Incorporated by
      reference to the Company's registration statement on Form S-18 (File No.
      33-20687), effective April 21, 1981)3.3
            
            Amendment
      to Certificate of Incorporation dated November 25, 1980 (Incorporated by
      reference to the Company's registration statement on Form S-18 (File No.
      33-20687), effective April 21, 1981)3.4
            
            Amendment
      to Certificate of Incorporation dated May 23, 1984 (Incorporated by
      reference to the Company's registration statement on Form SB-2 (File No.
      333-62226) filed with the Securities and Exchange Commission on June 4,
      2001)3.5
            
            Amendment
      to Certificate of Incorporation dated July 13, 1987 (Incorporated by
      reference to the Company's registration statement on Form SB-2 (File No.
      333-62226) filed with the Securities and Exchange Commission on June 4,
      2001)3.6
            
            Amendment
      to Certificate of Incorporation dated November 8, 1996 (Incorporated by
      reference to the Company's registration statement on Form SB-2 (File No.
      333-62226) filed with the Securities and Exchange Commission on June 4,
      2001)3.7
            
            Amendment
      to Certificate of Incorporation dated December 15, 1998 (Incorporated by
      reference to the Company's registration statement on Form SB-2 (File No.
      333-62226) filed with the Securities and Exchange Commission on June 4,
      2001)3.8
            
            Amendment
      to Certificate of Incorporation dated December 4, 2002 (Incorporated by
      reference to the Company's information statement on Schedule 14C filed
      with the Securities and Exchange Commission on November 12,
      2002)3.9
            
            By-laws
      (Incorporated by reference to the Company's registration statement on Form
      S-18 (File No. 33-20687), effective April 21, 1981)3.10
            
            Restated
      Certificate of Incorporation (Incorporated by reference to the
      Registration Statement On Form SB-2. file with the Securities and Exchange
      Commission on February 12, 2007)4.1
            
            Secured
      Convertible Term Note dated February 11, 2005 issued to Laurus Master
      Fund, Ltd. (Incorporated by reference to Form 8-K filed with the
      Securities and Exchange Commission on February 18,
2005)4.2
            
            Common
      Stock Purchase Warrant dated February 11, 2005 issued to Laurus Master
      Fund, Ltd. (Incorporated by reference to Form 8-K filed with the
      Securities and Exchange Commission on February 18,
2005)4.3
            
            Second
      Omnibus Amendment to Convertible Notes and Related Subscription Agreements
      of Science Dynamics Corporation issued to Laurus Master Fund, Ltd.
      (Incorporated by reference to Form 8-K, filed with the Securities and
      Exchange Commission on March 2, 2005)4.4
            
            Form
      of warrant issued to Barron Partners LP**4.5
            
            Promissory
      Note issued to Barron Partners LP**4.6
            
            Form
      of warrant issued to Dragonfly Capital Partners LLC**4.7
            
            Secured
      Promissory Note issued to Michael Ricciardi**4.8
            
            Amended
      and Restated Common Stock Purchase Warrant issued to Laurus Master Fund
      LTD to Purchase up to 3,000,000 share of Common Stock of Lattice
      Incorporated.**




38




4.9
            
            Amended
      and Restated Common Stock Purchase Warrant issued to Laurus Master Fund,
      LTD to Purchase up to 6,000,000 shares of Common Stock of Lattice
      Incorporated**4.10
            
            Common
      Stock Purchase Warrant issued to Laurus Master Fund, LTD to Purchase
      14,583,333 Shares Of Common Stock of Lattice
  Incorporated.4.11
            
            Second
      Amended and Restated Secured Term Note from Lattice Incorporated to Laurus
      Master Fund, LTD.10.1
            
            Executive
      Employment Agreement Amendment made as of February 14, 2005 by and between
      Science Dynamics Corporation and Paul Burgess (Incorporated by reference
      to Form 8-K filed with the Securities and Exchange Commission on March 2,
      2005)**10.2
            
            Stock
      Purchase Agreement by Ricciardi Technologies, Inc., its Owners, including
      Michael Ricciardi as Owner Representative and Lattice Incorporated, dated
      September 12, 2006.**10.3
            
            Omnibus
      Amendment and Waiver between Lattice Incorporated and Laurus Master Fund,
      LTD, dated September 18, 2006.**10.3
            
            Agreement
      dated December 30, 2004 between Science Dynamics Corporation and Calabash
      Consultancy, Ltd. (Incorporated by reference to Form 8-K, filed with the
      Securities and Exchange Commission on February 25,
2005)10.4
            
            Employment
      Agreement dated January 1, 2005 between Science Dynamics Corporation,
      Systems Management Engineering, Inc. and Eric D. Zelsdorf (Incorporated by
      reference to Form 8-K filed with the Securities and Exchange Commission on
      February 25, 2005)10.5
            
            Executive
      Employment of dated March 7, 2005 by and between Science Dynamics
      Corporation and Joe Noto (Incorporated by reference to the 10-KSB filed on
      April 17, 2006)10.7
            
            Sub-Sublease
      Agreement made as of June 22, 2001 by and between Software AG and Systems
      Management Engineering, Inc. (Incorporated by reference to Form 8-K filed
      with the Securities and Exchange Commission on February 18,
      2005)10.8
            
            Securities
      Purchase Agreement dated February 11, 2005 by and between Science Dynamics
      Corporation and Laurus Master Fund, Ltd. (Incorporated by reference to
      Form 8-K filed with the Securities and Exchange Commission on February 18,
      2005)10.9
            
            Master
      Security Agreement dated February 11, 2005 among Science Dynamics
      Corporation, M3 Acquisition Corp., SciDyn Corp. and Laurus Master Fund,
      Ltd. (Incorporated by reference to Form 8-K filed with the Securities and
      Exchange Commission on February 18, 2005)10.10
            
            Stock
      Pledge Agreement dated February 11, 2005 among Laurus Master Fund, Ltd.,
      Science Dynamics Corporation, M3 Acquisition Corp. and SciDyn Corp.
      (Incorporated by reference to Form 8-K filed with the Securities and
      Exchange Commission on February 18, 2005)10.11
            
            Subsidiary
      Guaranty dated February 11, 2005 executed by M3 Acquisition Corp. and
      SciDyn Corp. (Incorporated by reference to Form 8-K filed with the
      Securities and Exchange Commission on February 18,
2005)10.12
            
            Registration
      Rights Agreement dated February 11, 2005 by and between Science Dynamics
      Corporation and Laurus Master Fund, Ltd. (Incorporated by reference to
      Form 8-K filed with the Securities and Exchange Commission on February 18,
      2005)10.13
            
            Microsoft
      Partner Program Agreement (Incorporated by reference to Form 8-K filed
      with the Securities and Exchange Commission on February 18,
      2005)


39




10.14
            
            AmberPoint
      Software Partnership Agreement (Incorporated by reference to Form 8-K
      filed with the Securities and Exchange Commission on February 18,
      2005)10.15
            
            Securities
      Agreement between Science Dynamics Corporation and Barron Partners LP,
      dated September 15, 2006**10.16
            
            Employment
      Agreement between Science Dynamics Corporation and Michael
      Ricciardi**.10.17
            
            Amendment
      to Employment Agreement - Paul Burgess**10.18
            
            Amendment
      to Employment Agreement - Joe Noto**10.19
            
            Registration
      Rights Agreement by and among Science Dynamics Corporation and Barron
      Partners LLP, dated As of September 19, 2006.**10.20
            
            Amendment
      to Securities Purchase Agreement and Registration Rights Agreement
      (Incorporated by Reference to the Registration Statement on Form SB-2
      filed with the SEC on February 12, 2007).10.21
            
            Exchange
      Agreement between Lattice Incorporated and Barron Partners LP dated June
      30, 2008***10.22
            
            Certificate
      of Designations of Series C Preferred Stock***10.23
            
            Accounts
      Receivable Purchase Agreement dated March 11, 2009****10.24
            
            Securities
      Purchase Agreement dated February 1, 201014.1
            
            Code
      of Ethics (Incorporated by reference to the Company's annual report on
      Form 10-KSB for the fiscal year ended December 31, 2003, filed with the
      Securities and Exchange Commission on April 9, 2004)21.1
            
            Subsidiaries
      of the Company(Incorporated by Reference to the Registration Statement on
      Form SB-2 filed with the SEC on February 12, 2007).31.1
            
            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 Code99.1
            
            Pledge
      and Security Agreement made by and between Science Dynamics Corporation in
      favor of and being delivered to Michael Ricciardi as Owner Representative,
      dated September 19, 2006**99.10
            
            Lockup
      Agreement from Laurus Master Fund, LTD.**99.11
            
            Irrevocable
      Proxy**99.2
            
            Escrow
      Agreement by and between Science Dynamics Corporation, Ricciardi
      Technologies, Inc. and the individuals listed on Schedule 1 thereto, dated
      September 19, 2006**99.3
            
            Form
      of Lock Up Agreement, executed pursuant to the Securities Purchase
      Agreement between Science Dynamics Corporation and Barron Barron Partners,
      dated September 15, 2006.**





**
Incorporated by reference to the 8-K filed by the Company with the SEC on
September 25, 2006


***Incorporated
by reference to the 8-K filed by the Company on July 8, 2008


****
Incorporated by reference to the 8-K filed by the Company on March 27,
2009


40





SIGNATURES





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





LATTICE INCORPORATED





Date:
      April 15, 2010
                By:
                /s/ Paul
    BurgessPaul
      BurgessPresident,
      Chief Executive Officer
                  and
      Director




Date:
      April 15, 2010
                By:
                /s/Joe
  NotoJoe
      NotoChief
      Financial Officer and Principal
                  Accounting
      Officer





In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




Signature
                                              
                                              Title
                                              
                                              Date/s/
      Paul
      BurgessPaul
      Burgess
                                              
                                              President,
      Chief Executive Officer and Director
                                              
                                              April
      15, 2010/s/Joe NotoJoe
      Noto
                                              
                                              Chief
      Financial Officer and Secretary
                                              
                                              April
      15, 2010/s/Robert
      GalbraithRobert
      Galbraith
                                              
                                              Director
                                              
                                              April
      15, 2010/s/
      Donald UpsonDonald
      Upson
                                              
                                              Director
                                              
                                              April
      15,
2010


41




Lattice
Incorporated (formerly Science Dynamics Corp)


Index to
Consolidated Financial Statements





Report
      of Independent Accountants dated April 13, 2009
              F-2Report
      of Independent Accountants dated April 15, 2010
              F-3Consolidated
      Balance Sheets as of December 31, 2009 and 2008
              F-4Consolidated
      Statements of Operations, two years ended December 31,
2009
              F-5Consolidated
      Statements of Cash Flows, two years ended December 31,
2009
              F-6Consolidated
      Statements of Changes in Shareholders' Equity, two years ended December
      31, 2009
              F-7Notes
      to Consolidated Financial Statements
              F-8
      - F-27







Report of Independent Registered Public
Accounting Firm
 
 To The Board of Directors
and
 Shareholders of Lattice
Incorporated
 
 We have audited the accompanying
consolidated balance sheet of Lattice Incorporated and its subsidiaries as of
December 31, 2008 and the related consolidated statements of operations,
stockholders' equity and cash flows for the year then ended.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
 
 We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement.  The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing   the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.
 
 In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects,
the financial position of Lattice Incorporated and subsidiaries as of December
31, 2008, and the results of their operations and their cash flows for the year
then ended, in conformity with accounting principles generally accepted in the
United States of America.
 
 The accompanying consolidated financial
statements have been prepared assuming that Lattice Incorporated and
subsidiaries will continue as a going concern.  As discussed in Note1b
to the financial statements, the Company requires additional working capital to
meet its current liabilities.  This condition raises substantial doubt
about its ability to continue as a going concern.   Management’s
plans in regard to this matter are more fully described in Note
1b.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
 
 
 /s/Demetrius & Company,
L.L.C.
 
 Wayne, New Jersey
07470
 April 13, 2009





F-2




Report of Independent Registered Public
Accounting Firm
 
 To The Board of Directors
and
 Shareholders of Lattice
Incorporated
 
 We have audited the accompanying
consolidated balance sheets of Lattice Incorporated and its subsidiaries as of
December 31, 2009 and the related consolidated statements of operations,
stockholders' equity and cash flows for the year ended.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
 
 We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free
of material misstatement.  The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing   the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects,
the financial position of Lattice Incorporated and subsidiaries as of December
31, 2009, and the results of their operations and their cash flows for year then
ended, in conformity with accounting principles generally accepted in the United
States of America.
 
 The accompanying consolidated financial
statements have been prepared assuming that Lattice Incorporated and
subsidiaries will continue as a going concern.  As discussed in Note1b
to the financial statements, the Company requires additional working capital to
meet its current liabilities.  This condition raises substantial doubt
about its ability to continue as a going concern.   Management’s
plans in regard to this matter are more fully described in Note
1b.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
 
 
 /s/ Acquavella, Chiarelli, Shuster,
Berkower & Co., LLP
 
 
 Iselin, NJ 08830
 April 15, 2010




F-3




LATTICE
INCORPORATED AND SUBSIDIARIES
 CONSOLIDATED
BALANCE SHEETS


December 31,
                              
                              
                              December 31,2009
                              
                              
                              2008ASSETS:Current
      assets:Cash
      and cash equivalents
                              
                              $
                              212,616
                              
                              
                              $
                              1,363,130Accounts
      receivable, net
                              
                              
                              3,560,293
                              
                              
                              
                              3,560,690Inventories
                              
                              
                              29,402
                              
                              
                              
                              30,704Other
      current assets
                              
                              
                              133,405
                              
                              
                              
                              51,008Total
      current assets
                              
                              
                              3,935,716
                              
                              
                              
                              5,005,532Property
      and equipmen, net
                              
                              
                              264,753
                              
                              
                              
                              21,090Goodwill
                              
                              
                              3,599,386
                              
                              
                              
                              3,599,386Other
      intangibles, net
                              
                              
                              977,455
                              
                              
                              
                              2,409,748Other
      assetes
                              
                              
                              54,259
                              
                              
                              
                              54,459Total
      assets
                              
                              $
                              8,831,569
                              
                              
                              $
                              11,090,215LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
                              
                              $
                              1,780,143
                              
                              
                              $
                              1,698,551Accrued
      expenses
                              
                              
                              1,719,831
                              
                              
                              
                              1,726,891Due
      to former Stockholder's per Sept 19, 2006 purchase
    agreementCustomer
      deposits
                              
                              
                              94,954
                              
                              
                              
                              15,000Notes
      payable
                              
                              
                              1,503,742
                              
                              
                              
                              1,766,098Derivative
      liability
                              
                              
                              161,570
                              
                              
                              
                              200,606Total
      current liabilities
                              
                              
                              5,260,240
                              
                              
                              
                              5,407,146Long
      term liabilities:Long
      term debt
                              
                              
                              188,466
                              
                              
                              
                              666,515Deferred
      tax liabilities
                              
                              
                              440,832
                              
                              
                              
                              1,200,283Total
      long term liabilities
                              
                              
                              629,298
                              
                              
                              
                              1,866,798Total
      liabilities
                              
                              
                              5,889,528
                              
                              
                              
                              7,275,944Shareholders'
      equityPreferred
      Stock - .01 par valueSeries
      A 9,000,000 shares authorized 7,567,685 issued
                              
                              
                              75,677
                              
                              
                              
                              78,387Series
      B 1,000,000 shares authorized 502,160 issued
                              
                              
                              10,000
                              
                              
                              
                              10,000Serise
      C 520,000 shares authorized  520,000 issued
                              
                              
                              5,200
                              
                              
                              
                              5,200Common
      stock - .01 par value, 200,000,000 authorized,
                              
                              
                              178,104
                              
                              
                              
                              168,42517,810,281
      and 16,842,428 issued, 17,507,294 and 16,539,441 outstanding
      respectivelyAdditional
      paid-in capital
                              
                              
                              38,925,743
                              
                              
                              
                              38,418,897Accumulated
      deficit
                              
                              
                              (35,851,892
                              )
                              
                              
                              (34,499,822
                              )3,342,832
                              
                              
                              
                              4,181,087Common
      stock held in treasury, at cost
                              
                              
                              (558,096
                              )
                              
                              
                              (558,096
                              )Equity
      Attributable to shareowners of Lattice IncorporatedShareholders'
      equity
                              
                              
                              2,784,736
                              
                              
                              
                              3,622,991Equity
      Attributable to noncontrolling interest
                              
                              
                              157,295
                              
                              
                              
                              193,280Total
      liabilities and shareholders' equity
                              
                              $
                              8,831,569
                              
                              
                              $
                              11,090,215




See
accompanying notes to the consolidated financial statements.





F-4





LATTICE
INCORPORATED AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF OPERATION
 DECEMBER
31,
 2009
                        
                        
                        2008Revenue
      - Technology Services
                        
                        $
                        14,483,165
                        
                        
                        $
                        15,149,944Revenue
      - Technology Products
                        
                        
                        1,112,268
                        
                        
                        
                        1,118,537Total
      Revenue
                        
                        
                        15,595,433
                        
                        
                        
                        16,268,481Cost
      of Revenue - Technology Services
                        
                        
                        9,891,395
                        
                        
                        
                        10,817,725Cost
      of Revenue - Technology Products
                        
                        
                        464,465
                        
                        
                        
                        427,759Total
      cost of revenue
                        
                        
                        10,355,860
                        
                        
                        
                        11,245,484Gross
      Profit
                        
                        
                        5,239,573
                        
                        
                        
                        5,022,997Operating  expenses:Selling,
      general and administrative
                        
                        
                        5,189,848
                        
                        
                        
                        4,667,374Research
      and development
                        
                        
                        541,783
                        
                        
                        
                        518,342Impairment
      loss (see Note 7)
                        
                        
                        235,301
                        
                        
                        
                        5,486,341Amortization
      expense
                        
                        
                        1,196,992
                        
                        
                        
                        1,488,228Total
      operating expenses
                        
                        
                        7,163,924
                        
                        
                        
                        12,160,285Loss
      from operations
                        
                        
                        (1,924,351
                        )
                        
                        
                        (7,137,288
                        )Other
      income (expense):Derivative
      income
                        
                        
                        39,036
                        
                        
                        
                        3,147,958Extinguishment
      income ( loss)
                        
                        
                        -
                        
                        
                        
                        2,695,025Other
      income
                        
                        
                        -
                        
                        
                        
                        977,844Interest
      expense
                        
                        
                        (237,088
                        )
                        
                        
                        (230,839
                        )Finance
      expense
                        
                        
                        
                        
                        
                        
                        -Total
      other income
                        
                        
                        (198,052
                        )
                        
                        
                        6,589,988Noncontrolling
      interest
                        
                        
                        35,985
                        
                        
                        
                        21,319(Loss)
      before taxes
                        
                        
                        (2,086,418
                        )
                        
                        
                        (525,981
                        )Income
      taxes (benefit) (Note 13)
                        
                        
                        (759,451
                        )
                        
                        
                        (1,460,218
                        )Net
      income (loss)
                        
                        $
                        (1,326,967
                        )
                        
                        $
                        934,237Reconciliation
      of net income (loss) to income applicable to common
      shareholders:Net
      income (loss)
                        
                        $
                        (1,326,967
                        )
                        
                        $
                        934,237Preferred
      stock dividends
                        
                        
                        (25,108
                        )
                        
                        
                        (25,108
                        )Income
      (loss) applicable to common stockholders
                        
                        $
                        (1,352,075
                        )
                        
                        $
                        909,129Income
      (loss) per common shareBasic
                        
                        $
                        (0.08
                        )
                        
                        $
                        0.05Diluted
                        
                        $
                        (0.08
                        )
                        
                        $
                        (0.04
                        )Weighted
      average shares:Basic
                        
                        
                        16,634,610
                        
                        
                        
                        16,779,762Diluted
                        
                        
                        16,634,610
                        
                        
                        
                        55,453,783
  See
accompanying notes to the consolidated financial statements.
  F-5




LATTICE
INCORPORATED AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 
 Year Ended December 31,2009
                                  
                                  
                                  2008Cash
      flow from operating activities:Net
      Income (loss)
                                  
                                  $
                                  (1,326,967
                                  )
                                  
                                  $
                                  934,237Adjustments
      to reconcile net income  to net cash provided by (used in)
      operating activities:Derivative
      income
                                  
                                  
                                  (39,036
                                  )
                                  
                                  
                                  (3,147,958
                                  )Amortization
      of intangible assets
                                  
                                  
                                  1,196,992
                                  
                                  
                                  
                                  1,488,228Impairment
                                  
                                  
                                  235,301
                                  
                                  
                                  
                                  5,486,341Deferred
      income taxes
                                  
                                  
                                  (759,451
                                  )
                                  
                                  
                                  (1,460,218
                                  )Amortization
      of debt discount (effective method)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Amortization
      of deferred financing
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Settlement
      of contingent liability-former RTI shareholders
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (970,150
                                  )Stock
      issued for services
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Financing
      expenses paid in stock
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Extinguishment
      (gain) loss
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (2,695,025
                                  )Noncontrolling
      interest
                                  
                                  
                                  (35,985
                                  )
                                  
                                  
                                  (21,319
                                  )Interest
      derivative
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Share-based
      compensation
                                  
                                  
                                  513,816
                                  
                                  
                                  
                                  308,096Depreciation
                                  
                                  
                                  40,797
                                  
                                  
                                  
                                  22,000Changes
      in operating assets and liabilities:(Increase)
      decrease in:Accounts
      receivable
                                  
                                  
                                  397
                                  
                                  
                                  
                                  279,054Inventories
                                  
                                  
                                  1,302
                                  
                                  
                                  
                                  35,142Other
      current assets
                                  
                                  
                                  (13,631
                                  )
                                  
                                  
                                  182,713Other
      assets
                                  
                                  
                                  200
                                  
                                  
                                  
                                  64,164Increase
      (decrease) in:Accounts
      payable and accrued liabilities
                                  
                                  
                                  (12,223
                                  )
                                  
                                  
                                  (528,888
                                  )Customer
      advances
                                  
                                  
                                  79,954
                                  
                                  
                                  
                                  -Total
      adjustments
                                  
                                  
                                  1,208,433
                                  
                                  
                                  
                                  (957,820
                                  )Net
      cash provided by (used for) operating activities
                                  
                                  
                                  (118,534
                                  )
                                  
                                  
                                  (23,583
                                  )Cash
      Used in investing activities:Purchase
      of equipment
                                  
                                  
                                  (284,460
                                  )
                                  
                                  
                                  (15,560
                                  )Net
      cash used for investing activities
                                  
                                  
                                  (284,460
                                  )
                                  
                                  
                                  (15,560
                                  )Cash
      flows from financing activities:Financing
      fees in connection with Barron financing and Revolving Line of
      Credit
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Revolving
      credit facility (payments) borrowings, net
                                  
                                  
                                  (619,651
                                  )
                                  
                                  
                                  717,928Net  (Payments)
      borrowings on captial equipment lease
                                  
                                  
                                  94,297
                                  
                                  
                                  
                                  -Loans
      paid Stockholders' & Officers
                                  
                                  
                                  (222,166
                                  )
                                  
                                  
                                  (85,570
                                  )Net
      cash provided by (used in) financing activities
                                  
                                  
                                  (747,520
                                  )
                                  
                                  
                                  632,358Net
      increase (decrease) in cash and cash equivalents
                                  
                                  
                                  (1,150,514
                                  )
                                  
                                  
                                  593,215Cash
      and cash equivalents - beginning of period
                                  
                                  
                                  1,363,130
                                  
                                  
                                  
                                  769,915Cash
      and cash equivalents - end  of period
                                  
                                  $
                                  212,616
                                  
                                  
                                  $
                                  1,363,130Supplemental
      cash flow informationInterest
      paid in cash
                                  
                                  $
                                  223,258
                                  
                                  
                                  $
                                  177,987Supplemental
      disclosures of Non-Cash Investing & Financing
    ActivitiesPreferred
      stock Series C
                                  
                                  
                                  
                                  
                                  
                                  
                                  5,200Additional
      paid in capital
                                  
                                  
                                  6,909
                                  
                                  
                                  
                                  1,255,900Derivative
      liability
                                  
                                  
                                  
                                  
                                  
                                  
                                  (1,261,100
                                  )Conversion
      of 271,001 preferred share into 967,853 of common
                                  
                                  
                                  2,710Conversion
      of 271,001 preferred share into 967,853 of common
                                  
                                  
                                  (9,679
                                  )
 
 See
accompanying notes to the consolidated financial statements.
 
 F-6


LATTICE
INCORPORATED AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF SHARHOLDERS' EQUITY
 FOR
THE TWO YEARS ENDED DECEMBER 31, 2009




Total Equity
                                                        Attributable to
                                                      
                                                      
                                                      Total Equity
                                                        Attributable toPreferred Stock
                                                      
                                                      
                                                      Common Stock
                                                      
                                                      
                                                      Additional Paid In
                                                      
                                                      
                                                      Retained Earnings
                                                      
                                                      
                                                      Treasury Stock
                                                      
                                                      
                                                      Shareowners of
                                                      
                                                      
                                                      NoncontrollingShares
                                                      
                                                      
                                                      Amount
                                                      
                                                      
                                                      Shares
                                                      
                                                      
                                                      Amount
                                                      
                                                      
                                                      Capital
                                                      
                                                      
                                                      (Deficit)
                                                      
                                                      
                                                      Shares
                                                      
                                                      
                                                      Amount
                                                      
                                                      
                                                      Lattice Incorporated
                                                      
                                                      
                                                      InterestStockholders'
      equity, December 31, 2007
                                                      
                                                      
                                                      8,838,686
                                                      
                                                      
                                                      $
                                                      88,387
                                                      
                                                      
                                                      
                                                      16,842,428
                                                      
                                                      
                                                      $
                                                      168,425
                                                      
                                                      
                                                      $
                                                      36,854,901
                                                      
                                                      
                                                      $
                                                      (35,408,951
                                                      )
                                                      
                                                      
                                                      12,580
                                                      
                                                      
                                                      $
                                                      (397,833
                                                      )
                                                      
                                                      $
                                                      1,304,929
                                                      
                                                      
                                                      
                                                      214,599Net
      Income
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      934,237
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      934,237Loss
      attributable to noncontrolling interest
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (21,319
                                                      )Settlement
      with former RTI - return of Preferred Series B SHS
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      497840
                                                      
                                                      
                                                      
                                                      (99,568
                                                      )
                                                      
                                                      
                                                      (99,568
                                                      )Settlement
      with former RTI - return of Common SHS
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      290,407
                                                      
                                                      
                                                      
                                                      (60,695
                                                      )
                                                      
                                                      
                                                      (60,695
                                                      )Share-based
      compensation
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      308,096
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      308,096Barron
      Exchange
                                                      
                                                      
                                                      520,000
                                                      
                                                      
                                                      
                                                      5,200
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      1,255,900
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      1,261,100Dividends
      - Series B Preferred (1000000 less 497840)
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (25,108
                                                      )
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (25,108
                                                      )Stockholders'
      equity, December 31, 2008
                                                      
                                                      
                                                      9,358,686
                                                      
                                                      
                                                      
                                                      93,587
                                                      
                                                      
                                                      
                                                      16,842,428
                                                      
                                                      
                                                      
                                                      168,425
                                                      
                                                      
                                                      
                                                      38,418,897
                                                      
                                                      
                                                      
                                                      (34,499,822
                                                      )
                                                      
                                                      
                                                      800,827
                                                      
                                                      
                                                      
                                                      (558,096
                                                      )
                                                      
                                                      
                                                      3,622,991
                                                      
                                                      
                                                      
                                                      193,280Net
      Loss
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (1,326,967
                                                      )
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (1,326,967
                                                      )Net
      loss attributable o noncontrolling interest
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (35,985
                                                      )Share-based
      compensation
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      513,816
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      513,816Conversions
      of Series "A" Preferred Stock
                                                      
                                                      
                                                      (271,001
                                                      )
                                                      
                                                      
                                                      (2,710
                                                      )
                                                      
                                                      
                                                      967,853
                                                      
                                                      
                                                      
                                                      9,679
                                                      
                                                      
                                                      
                                                      (6,969
                                                      )
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (0
                                                      )Dividends
      - Series B Preferred (1000000 less 497840)
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (25,108
                                                      )
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (25,108
                                                      )Stockholders'
      equity, December 31, 2009
                                                      
                                                      
                                                      9,087,685
                                                      
                                                      
                                                      $
                                                      90,877
                                                      
                                                      
                                                      
                                                      17,810,281
                                                      
                                                      
                                                      $
                                                      178,104
                                                      
                                                      
                                                      $
                                                      38,925,744
                                                      
                                                      
                                                      $
                                                      (35,851,897
                                                      )
                                                      
                                                      
                                                      800,827
                                                      
                                                      
                                                      $
                                                      (558,096
                                                      )
                                                      
                                                      $
                                                      2,784,732
                                                      
                                                      
                                                      $
                                                      157,295




F-7


LATTICE
INCORPORATED AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





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”) (Now Lattice Government Services Inc.
“LGS”). LGS 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. LGS’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 LGS 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





At
December 31, 2009 the Company has a working capital deficiency of $1,324,524
including non-cash derivative liabilities of $161,570.  During 2009
the Company had a loss from operations of $1,924,351 of which $235,301 was in
impairment charge on intangibles, the balance of the loss was $1,689,050. This
condition raises substantial doubt regarding the Company’s ability to continue
as a going concern. The Company’s ability to continue as a going concern is
dependent upon management’s continuing and successful execution on its business
plan to achieve profitability and to raise additional working capital through
debt and equity. The accompanying financial statements do not include any
adjustments that may result from the outcome of this
uncertainty.





The
financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America (“GAAP”).




c)      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 non-controlling
interest.




F-8


d)      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.





e)     Cash
and Cash Equivalents





The
Company considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.





f)      Fair
Value Disclosures





Management
believes that the carrying values of financial instruments, including, cash,
accounts receivable, accounts payable, and accrued liabilities approximate fair
value as a result of the short-term maturities of these instruments. As
discussed in Note 1(m), below, derivative financial instruments are carried at
fair value.





g)     Cash





The
Company maintains its cash balances with various financial institutions. Balance
at various times during the year may at time exceed Federal Deposit Insurance
Corporation limits.





h)     Inventories





Inventories
are stated at the lower of cost or market, with cost determined on a first-in,
first-out basis.





i)      Income
Taxes





The
Company is subject to U.S. Federal and various state income
taxes.  The statue of limitations for assessment by the Internal
Revenue Service “IRS” and state tax authorities is open for tax years ended
December 31, 2006, 2007 and 2008, although carry-forward attributes that were
generated prior to tax year 2006, including net operating loss carry-forwards
and tax credits, may still be adjusted upon examination by the IRS or state tax
authorities if they either have been or will be used in future
period.





Deferred
income tax balances reflect the effects of temporary differences between the
carrying amounts of assets and liabilities and their tax bases and are state at
enacted tax rates expected to be in effect when taxes are actually paid or
recovered.  At December 31, 2009, deferred tax liabilities were
$        .





ASC 740,
Accounting for Income taxes (“ASC 740”), requires that deferred tax assets be
evaluated for future realization and reduced by a valuation allowance to the
extent we believe a portion more likely than not will not be
realized.  We consider many factors when assessing the likelihood of
future realization of our deferred tax assets, including our recent cumulative
earnings experience and expectations of future taxable income by taxing
jurisdictions, the carry-forward periods available to us for tax reporting
purposes and other relevant factors.





F-9




Effective
January 1, 2007, we adopted the provisions of FASB Accounting Standards
Codification Topic 740, Accounting for Uncertainty in Income Taxes. ASC 740
Clarifies the accounting for uncertainty in income taxes recognized the
Company’s financial statements.  The Standard prescribes a recognition
and measurement method for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return.  The
standard also provides guidance on recognition, classification, interest and
penalties, accounting in interim periods, disclosure and
transition.  We consider many factors when evaluating and estimating
our tax positions and tax benefits, which may require periodic adjustments and
which may not accurately forecast actual outcomes.





Based on
a review of our tax positions, the Company was not required to record a
liability for unrecognized tax benefits as a result of adopting ASC 740 on
January 1, 2007. Further, there has been no change during the years ended
December 31, 2009 and 2008.  Accordingly, we have not accrued any
interest and penalties through December 31, 2009.





j)Revenue
Recognition





Revenue
is recognized when all significant contractual obligations have been satisfied
and collection of the resulting receivable is reasonably assured. Revenue from
product sales is recognized when the goods are shipped and title passes to the
customer.





The
company applies the guidance of SOP-97-2 with regards to its software products
sold. Under this guidance, the Company determined that its product sales do not
contain multiple deliverables for an extended period beyond delivery where
bifurcation of multiple elements is necessary. The software is embedded in the
products sold and shipped. Revenue is recognized upon delivery, installation and
acceptance by the customer. PCS (post-contract support) and upgrades are billed
separately and when rendered or delivered and not contained in the original
arrangement with the customer. Installation services are included with the
original customer arrangement but are rendered at the time of delivery of the
product and invoicing.




In our
Government Services segment, our revenues are derived from IT and business
process outsourcing services under cost-plus, time-and-material, and fixed-price
contracts, which may extend up to 5 years. Under our fixed-price contracts,
revenues are generally recorded as delivery is made. For time-and-material
contracts, revenues are computed by multiplying the number of direct labor-hours
expended in the performance of the contract by the contract billing rates and
adding other billable direct costs. Under cost-plus contracts, revenues are
recognized as costs are incurred and include an estimate of applicable fees
earned. Services provided over the term of these arrangements may include,
network engineering, architectural guidance, database management, expert
programming and functional area expert analysis   Revenue is generally
recognized when the service is provided and the amount earned is not contingent
upon any further event.




Our fixed
price contracts are primarily based on unit pricing (labor hours) or level of
effort. The Company recognizes revenue for the number of units delivered in any
given fiscal period. Accordingly, these contracts do not fall within the scope
of SOP 81-1, Accounting for
Performance of Construction-Type and Certain Production-Type Contracts,
where revenue is recognized on the percentage-of-completion method using costs
incurred in relation to total estimated costs.





Under
cost reimbursable contracts, the Company is reimbursed for allowable costs, and
paid a fee, which may be fixed or performance-based. Revenues on cost
reimbursable contracts are recognized as costs are incurred plus
an estimate of applicable fees earned. The Company considers fixed fees under
cost reimbursable contracts to be earned in proportion of the allowable costs
incurred in performance of the contract. For cost reimbursable contracts that
include performance based fee incentives, the Company recognizes the relevant
portion of the expected fee to be awarded by the customer at the time such fee
can be reasonably estimated, based on factors such as the Company’s prior award
experience and communications with the customer regarding
performance.




F-10




The allow
ability of certain costs under government contracts is subject to audit by the
government.  Certain indirect costs are charged to contracts using
provisional or estimated indirect rates, which are subject to later revision
based on government audits of those costs.  Management is of the opinion
that costs subsequently disallowed, if any, would not be
significant.





k)    Share-based payments





The
Company adopted the provisions of ASC Topic 718, Share-Based Payment (“ASC
718”), beginning January 1, 2006,using the modified
prospective transition method.  ASC 718 requires the Company to
measure the cost of employee services in exchange for an award of equity
instruments based on the grant-date fair value of the award and to recognize
cost over the requisite service period.  Under the modified
prospective transition method, financial statements for periods prior to the
date of adoption are not adjusted for the change in
accounting.  However, compensation expense is recognized for (a) all
share-based payments granted after the effective date under ASC 718, and (b) all
awards granted under ASC 718 to employees prior to the effective date that
remain unvested on the effective date.  The Company recognizes
compensation expense on fixed awards with pro rata vesting on a straight-line
basis over the service period.




For
purposes of estimating fair value of stock options, we use the
Black-Scholes-Merton valuation technique. For the twelve months ended December
31, 2009 and 2008, there was approximately $699,708 and $1,150,337 of total
unrecognized compensation cost related to unvested share-based compensation
awards granted under the equity compensation plans which does not include the
effect of future grants of equity compensation, if any. The $699,708 will be
amortized over the weighted average remaining service period.





l)      Depreciation,
amortization and long-lived assets:





Long-lived
assets include:





Property,
plant and equipment - These assets are recorded at original cost. The Company
depreciates the cost evenly over the assets' estimated useful lives. For tax
purposes, accelerated depreciation methods are used as allowed by tax
laws.





Goodwill-
Goodwill represents the difference between the purchase price of an acquired
business and the fair value of the net assets acquired and the liabilities
assumed at the date of acquisition. Goodwill is not amortized. The Company tests
goodwill for impairment annually ( or in interim periods if events or changes in
circumstances indicate that its carrying amount may not be recoverable) by
comparing the fair value of each reporting unit, as measured by discounted cash
flows, to the carrying value to determine if there is an indication that
potential impairment may exist. Absent an indication of fair value from a
potential buyer or similar specific transactions, the Company believes that the
use of this income approach method provides reasonable estimates of the
reporting unit’s fair value. Fair value computed by this method is arrived at
using a number of factors, including projected future operating results,
economic projections and anticipated future cash flows. The Company reviews its
assumptions each time goodwill is tested for impairment and makes appropriate
adjustments, if any, based on facts and circumstances available at that time.
There are inherent uncertainties, however, related to these factors and to
management’s judgment in applying them to this analysis. Nonetheless, management
believes that this method provides a reasonable approach to estimate the fair
value of the Company’s reporting units.





The
income approach, which is used for the goodwill impairment testing, is based on
projected future debt-free cash flow that is discounted to present value using
factors that consider the timing and risk of the future cash flows. Management
believes that this approach is appropriate because it provides a fair value
estimate based upon the reporting unit's expected long-term operating and cash
flow performance. This approach also mitigates most of the impact of cyclical
downturns that occur in the reporting unit's industry. The income approach is
based on a reporting unit's five year projection of operating results and cash
flows that is discounted using a build up approach. The projection is based upon
management's best estimates of projected economic and market conditions over the
related period including growth rates, estimates of future expected changes in
operating margins and cash expenditures. Other significant estimates and
assumptions include terminal value growth rates, future capital expenditures and
changes in future working capital requirements based on management
projections.




F-11




Identifiable
intangible assets - The Company amortizes the cost of other intangibles over
their useful lives unless such lives are deemed indefinite. Amortizable
intangible assets are tested for impairment based on undiscounted cash flows
and, if impaired, written down to fair value based on either discounted cash
flows or appraised values. Intangible assets with indefinite lives are not
amortized; however, they are tested annually for impairment and written down to
fair value as required.





At least
annually, The Company reviews all long-lived assets for impairment. When
necessary, charges are recorded for impairments of long-lived assets for the
amount by which the fair value is less than the carrying value of these
assets.





m)    Fair
Value of Financial Instruments





In
accordance with FASB ASC 820, fair value is defined as the price that would be
received to sell an asset or paid to transfer a liability (i.e., the “exit
price”) in an orderly transaction between market participants at the measurement
date.





In
determining fair value, the Company uses various valuation
approaches.  In accordance with GAAP, a fair value hierarchy for
inputs is used in measuring fair value that maximizes the use of observable
inputs and minimizes the use of unobservable inputs by requiring that the most
observable inputs be used when available.  Observable inputs are those
that market participants would use in pricing the asset or liability based on
market data obtained from sources independent of the
Fund.  Unobservable inputs reflect the Fund’s assumptions about the
inputs market participants would use in pricing the asset or liability developed
based on the best information available in the circumstances.  The
fair value hierarchy is categorized into three levels based on the inputs as
follows:





·
            Level
      1 — inputs to the valuation methodology are quoted prices (unadjusted) for
      identical assets or liabilities in active
  markets.





·
            Level 2 — inputs to the valuation
      methodology include quoted prices for similar assets and liabilities in
      active markets, and inputs that are observable for the assets or
      liability, either directly or indirectly, for substantially the full term
      of the financial
instruments.





·
            Level 3 — inputs to the valuation
      methodology are unobservable and significant to the fair
      value.





As of
December 31, 2009 and December 31, 2008, the derivative liabilities amounted
to$161,570 and $200,606.  In accordance with the accounting standards
the Company determined that the carrying value of these derivatives approximated
the fair value using the level 1 inputs.





n)      Derivative
Financial Instruments and Registration Payment Arrangements





Derivative
financial instruments, as defined in Financial Accounting Standard, consist of
financial instruments or other contracts that contain a notional amount and one
or more underlying (e.g. interest rate, security price or other variable),
require no initial net investment and permit net settlement. Derivative
financial instruments may be free-standing or embedded in other financial
instruments. Further, derivative financial instruments are initially, and
subsequently, measured at fair value and recorded as liabilities or, in rare
instances, assets. The Company generally does not use derivative financial
instruments to hedge exposures to cash-flow, market or foreign-currency risks.
However, the Company has entered into various types of financing arrangements to
fund its business capital requirements, including convertible debt and other
financial instruments indexed to the Company’s own stock. These contracts
require careful evaluation to determine whether derivative features embedded in
host contracts require bifurcation and fair value measurement or, in the case of
freestanding derivatives (principally warrants) whether certain conditions for
equity classification have been achieved. In instances where derivative
financial instruments require liability classification, the Company is required
to initially and subsequently measure such instruments at fair value.
Accordingly, the Company adjusts the fair value of these derivative components
at each reporting period through a charge to income until such time as the
instruments acquire classification in stockholders’ equity. See Note 10 for
additional information.





F-12




As
previously stated, derivative financial instruments are initially recorded at
fair value and subsequently adjusted to fair value at the close of each
reporting period. The Company estimates fair values of derivative financial
instruments using various techniques (and combinations thereof) that are
considered to be consistent with the objective measuring fair values. In
selecting the appropriate technique, management considers, among other factors,
the nature of the instrument, the market risks that it embodies and the expected
means of settlement. For less complex derivative instruments, such as
free-standing warrants, the Company generally uses the Black-Scholes-Merton
option valuation technique because it embodies all of the requisite assumptions
(including trading volatility, dividend yield, estimated terms and risk free
rates) necessary to fair value these instruments. For complex derivative
instruments, such as embedded conversion options, the Company generally uses the
Flexible Monte Carlo valuation technique because it embodies all of the
requisite assumptions (including credit risk, interest-rate risk and
exercise/conversion behaviors) that are necessary to fair value these more
complex instruments. For forward contracts that contingently require net-cash
settlement as the principal means of settlement, the Company projects and
discounts future cash flows applying probability-weightage to multiple possible
outcomes. Estimating fair values of derivative financial instruments requires
the development of significant and subjective estimates that may, and are likely
to, change over the duration of the instrument with related changes in internal
and external market factors. In addition, option-based techniques are highly
volatile and sensitive to changes in the trading market price of our common
stock, which has a high-historical volatility. Since derivative financial
instruments are initially and subsequently carried at fair values, our income
(loss) will reflect the volatility in these estimate and assumption
changes.





o)     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 one segment during the years ended December 31, 2009 and
2008.





p)     Basic
and diluted income (loss) per common share:





The
Company calculates income (loss) per common share in accordance with Statements
on Financial Accounting Standards ASC Topic 260, Earnings Per Share (“ASC 260”).
Basic and diluted income (loss) per common share is computed based on the
weighted average number of common shares outstanding. Common share equivalents
(which consist of options and warrants) are excluded from the computation of
diluted loss per share since the effect would be anti-dilutive. Common share
equivalents which could potentially dilute basic earnings per share in the
future, and which were excluded from the computation of diluted loss per share,
totaled approximately 83 million shares and 55 million shares at
December 31, 2009 and 2008, respectively.





q)
Recent accounting pronouncements





ASU No.
2009-05, Measuring Liabilities
at Fair Value codified in “Fair Value Measurements and
Disclosures (Topic 820)—Measuring Liabilities at Fair
Value”-In August 2009, this ASU provides amendments for fair value measurements
of liabilities. It provides clarification that in   circumstances in which
a quoted price in an active market for the identical liability is not available,
a reporting entity is   required to measure fair value using one or more
techniques. ASU 2009-05 also clarifies that when estimating a fair value of a
  liability, a reporting entity is not required to include a separate input
or adjustment to other inputs relating to the existence of a   restriction
that prevents the transfer of the liability. ASU 2009-05 is effective for the
first reporting period (including interim periods)   beginning after
issuance or fourth quarter 2009. ASU 2009-05 did not have a material effect on
our financial condition,   results of operations, and
disclosures.





F-13




ASU
2009-01 (formerly SFAS No. 168), Topic 105—Generally Accepted Accounting
Principles - FASB Accounting Standards   Codification and the Hierarchy ofGenerally Accepted
Accounting Principles -ASU 2009-01 establishes the FASB Accounting
Standards Codification (Codification) as the single source of authoritative U.S.
  generally accepted accounting principles (U.S. GAAP) recognized by the
FASB to be applied by nongovernmental entities. Rules and   interpretive
releases of the SEC under authority of federal securities laws are also sources
of authoritative U.S. GAAP for SEC   registrants. ASU 2009-01 was effective
for financial statements issued for interim and annual periods ending after
September 15,   2009. The Company has made the appropriate changes to GAAP
references in our financial statements.





FASB ASC
810-10 (formerly SFAS No. 167), Amendments to FASB Interpretation
No. 46(R) -In June 2009, the FASB issued SFAS   167 which amends
the consolidation guidance applicable to variable interest entities. The
amendments to the consolidation guidance   affect all entities currently
within the scope of FIN 46(R), as well as qualifying special-purpose entities
(QSPEs) that are currently   excluded from the scope of FIN 46(R). SFAS 167
is effective as of the beginning of the first annual reporting period that
begins after   November 15, 2009.  ASC 810-10 did not have a
material effect on our financial condition, results of operations, and
disclosures.





FASB
issued ASC Topic 810, Noncontrolling Interest in Consolidated Financial
Statements (“ASC 810). ASC 810 issued new accounting and disclosure guidance
related to noncontrolling interest in subsidiaries (previously referred to as
“minority interests”), which resulted in a change in our accounting policy
effective January 1, 2009. Among other things, the new guidance requires that a
noncontrolling interest in a subsidiary be accounted for as a component of
equity separate from the parent’s equity, rather than as a
liability.  The new guidance is being applied prospectively, except
for the presentation and disclosure requirements, which have been applied
retrospectively.  The adoption of this new accounting policy did not
have a significant impact on our consolidated financial statements.





Accounting
Standards Codification (ASC) 855 (formerly Statement No. 165), Subsequent Events -In May
2009, the FASB issued ASC 855 which establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or available to be issued. ASC 855 was effective
for interim or annual periods ending after June 15, 2009. The Company adopted
the provisions of ASC 855 and this change is reflected in Note 18.




Note
2- Settlement with former RTI Shareholders:





In June
2008, the Company filed suit in New Jersey Superior Court against Michael
Ricciardi and Marie Ricciardi, former shareholders of Ricciardi Technologies,
Inc. (“RTI”), along with the Domenix Corporation, a company owned by Marie
Ricciardi and operated by her and Michael Riccardi. The defendants removed the
case to the United States District Court for the district of New Jersey, where
it was pending under the caption, Lattice, Inc. v.Marie
Ricciardi, et al.,  Civil Action No. 08 cv 3208 (the “New Jersey
Action”). The New Jersey Action sought to enforce the restrictive covenant
contained in the September 12, 2006 Stock Purchase Agreement (the “SPA”),
pursuant to which the Company purchased RTI from, inter alia,  the
Ricciardis. The restrictive covenant prohibited the former owners of RTI from
(a) competing, directly or indirectly against Lattice and RTI and/or (b)
soliciting employees or others engaged by RTI for a period of three years from
the date of the SPA. The Company sought a preliminary injunction to prevent
Marie Ricciardi, acting in concert with her husband and through Domenix, from
continuing to breach the restrictive covenant and damages in an as yet
undetermined amount for damages resulting from the breach. A hearing on
Lattice’s motion for preliminary injunction occurred on August 7,
2008.





Michael
Ricciardi also filed a suit against the Company in June, 2008, in the United
States District Court for the Eastern District of Virginia under the caption
Michael Ricciardi v.
Lattice, Inc., Civil Action No. 1:08-cv-519 (the “Virginia Action”) In
the Virginia Action, Michael Ricciardi (a) disputes the Company’s claim (the
“Indemnity Claim”) that it is entitled to be paid approximately $308,000, plus
fees and costs, from the escrow created pursuant to the SPA to cover its
indemnifiable losses (a defined term under the SPA), claiming instead that the
entire escrow should be dispersed to him as the representative of the RTI
shareholders, as provided for in the SPA, and (b) asserts that a contingent $1.5
million Earn Out Payment (as such term is defined in the SPA) provided for in
the SPA is due and payable by the Company to the former shareholders of
RTI.





F-14




In
September 2008, the Company and former RTI shareholders signed a settlement
agreement (the “Settlement Agreement”) whereby $150,000 of the amount held in
escrow pursuant to the SPA will be returned to the Company.  In
October 2008 we received the funds. In addition, pursuant to the Settlement
Agreement, Michael Ricciardi and Marie Ricciardi agreed to return 497,840 shares
of the Company’s preferred stock and 290,407 shares of the Company’s common
stock. Pursuant to the Settlement Agreement, the Company agreed to pay the
former shareholders of RTI the aggregate sum of $750,000 as settlement of the
Earn Out Payment, which amount shall be paid over the next twenty-four months,
consisting of interest only for the first twelve months and then twelve monthly
installments of $62,500 plus interest. Accordingly, the Company has reduced its
recorded reserve from $1.5 million and recognized $750,000 as other income. In
addition, the Company recorded income for the year ended December 31, 2008 from
the settlement in the amount of $970,000, net of $150,000 in legal
fees.





Note
3- Segment reporting





Management
views its business as one reportable segment: Government services. The Company
evaluates performance based on profit or loss before intercompany
charges.




Year EndedDecember31,2009
                
                
                2008Revenues:Goverment
      Services
                
                $
                14,483,165
                
                
                $
                15,149,944Corporate
      and other
                
                
                1,112,268
                
                
                
                1,118,537Total
      Consolidated Revenues
                
                $
                15,595,433
                
                
                $
                16,268,481Gross
      Profit:Government
      Services
                
                $
                4,591,770
                
                
                $
                4,332,219Corporate
      and other
                
                
                647,803
                
                
                
                690,778Total
      Consolidated
                
                $
                5,239,573
                
                
                $
                5,022,997Total
      Assets:Goverment
      Services
                
                $
                8,270,589
                
                
                $
                10,127,333Corporate
      and Other
                
                
                560,980
                
                
                
                962,882Total
      Consolidated Assets
                
                $
                8,831,569
                
                
                $
                11,090,215




Note
4 -Accounts Receivable





The
Company evaluates its accounts receivable on a customer-by-customer basis and
has determined that no allowance for doubtful accounts is necessary at December
31, 2009 and 2008.





F-15




Note 5 -Property and Equipment





A summary
of the major components of property and equipment is as follows:





December
                        31,
    2009
                      
                      
                      December
                        31, 2008Computers,
      fixtures and equipment
                      
                      $
                      1,958,612
                      
                      
                      $
                      1,674,152Less
      : accumulated depreciation
                      
                      
                      (1,693,859
                      )
                      
                      
                      (1,653,062
                      )Total
                      
                      $
                      264,753
                      
                      
                      $
                      21,090





Depreciation
expense for December 31, 2009 and 2008 was $40,797 and $22,000,
respectively.




Note 6
- Notes payable





Notes
payable consists of the following as:




December 31,
                    
                    
                    December 31,2009
                    
                    
                    2008Bank
      line-of-credit (a)
                    
                    $
                    838,231
                    
                    
                    $
                    1,458,183Note
      Payble – former RTI owners (b)
                    
                    
                    562,500
                    
                    
                    
                    750,000Notes
      payable to Stockholders/director (c )
                    
                    
                    197,180
                    
                    
                    
                    224,430Capital
      lease payable (d)
                    
                    
                    94,297
                    
                    
                    
                    -Total
      notes payable
                    
                    
                    1,692,208
                    
                    
                    
                    2,432,613Less
      current maturities
                    
                    
                    (1,503,742
                    )
                    
                    
                    (1,766,098
                    )Long-term
      debt
                    
                    $
                    188,466
                    
                    
                    $
                    666,515







(a)
Bank Line-of-Credit




On March
7, 2008, Lattice Incorporated (the “Company”) entered into a Loan and Security
Agreement (the “Loan Agreement”) with the Private Bank of Peninsula (“Private
Bank”) pursuant to which Private Bank agreed to extend a line of credit of up to
$4.0 million to the Company. Pursuant to the Loan Agreement, the Company can
request advances on the line-of-credit, which in the aggregate cannot exceed 85%
of the Company’s eligible accounts receivable. The line-of-credit bears interest
at 3% above the Prime Rate (11.25% at December 31, 2008 since the Company
defaulted September 30, 2008). The outstanding balance at December 31, 2008 was
$1,458,182. Pursuant to the Loan Agreement, the Company is required to maintain
certain financial covenants including a minimum current ration of 0.75:1.00 and
a minimum EBITDA of $200,000. As of December 31, 2008, the Company was not in
compliance with the minimum EBITDA requirement which constitutes a default on
the line of credit. As a result of the default and in accordance with the Loan
Agreement, the interest rate on the line of credit was  increased by
5%. In addition, Private Bank is entitled to declare all amounts due under the
Loan Agreement to be immediately due and payable, which as of December 31, 2008
amount to $1,458,182. Private Bank has ceased advancing money or extending
credit to the Company.  Private Bank also has a right of set-off for
any and all balances and deposits of the Company held by Private Bank. Further,
Private Bank has the right to foreclose on the collateral, which includes all
personal property of the Company. The line of credit with Private bank matured
February 29, 2009.





F-16




On July
17, 2009, the Company and its wholly-owned subsidiary, Ricciardi Technologies,
Inc. (“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 December 31, 2009 was
$838,231.




(b)
Note Payable-Former RTI Owners





In
accordance with the Settlement Agreement with Michael Ricciard as owner
representative of the former RTI shareholders (as described in Note 2), the
Company issued a 24 month promissory note to the former RTI shareholders payable
at 10% interest only in the initial 12 months starting October 2008 and paying
principal of $62,500 plus interest per month starting with the 13th
month.  The balance at December 31, 2009 and 2008 was $562,500 and
$750,000 respectively.





(c)
Notes Payable Stockholders/Officers




The
Company had a short-term loan payable to a former officer and stockholder of the
Company totaling $8,000 at December 31, 2008. The note was paid in full at
December 31, 2009.





The
Company has a term note payable with a director of the Company totaling $197,180
and $216,430 at December 31, 2009 and 2008, respectively . The note bears
interest at 21.5% per annum and is payable monthly at $ 9,368 with any residual
balance maturing March 2011.  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




Note 8 -Exchange of
 Warrants for Shares of
Series C Preferred Stock





On June
30, 2008, the Company entered into an agreement with Barron Partners L.P.,
pursuant to which Barron Partners agreed to return their unregistered warrants
to the Company for cancellation in exchange for 520,000 shares of newly issued
Series C Convertible Preferred Stock (the “Exchange Agreement”). The following
warrants were returned for cancellation pursuant to the Exchange
Agreement:




-
            Series A Warrants indexed to
      10,544,868 shares of common stock which were originally issued in
      conjunction with the September 19, 2006 Barron
      financing


-
            Series B Warrants indexed to
      12,500,000 shares of common stock which were originally issued in
      conjunction with the September 19, 2006 Barron
      financing




F-17




-
            Additional Warrants indexed to
      1,900,000 shares of common stock which were originally issued in February
      2007 as consideration for a waiver on overdue payments due to Barron
      Partners, L.P.





The
Series A and B warrants did not meet all the conditions of EITF 00-19 for equity
classification so they had been recorded as derivative liabilities since
inception. The fair value of the Series A and B warrants on the transaction date
was determined to be $3,868,535 using the Black-Scholes option pricing model.
Significant assumptions used in the Black Scholes model as of the date of the
exchange included strike prices ranging from $0.275 to $0.25; a historical
volatility factor of 106.49% based upon forward terms of instruments; a
remaining term of 3.25 years; and a risk free rate of 2.91%





The
Additional Warrants had achieved equity classification and they had been
recorded in equity since inception. Their fair value at their inception (and
thus their carrying value at the time of the exchange) was
$1,031,130.





In
accordance with the Share Exchange Agreement, on June 30, 2008, we designated
575,000 shares of our preferred stock as Series C Convertible Preferred Stock
(“Series C Preferred”). The Series C Preferred has a par value of $0.01 and each
share of preferred stock is convertible into 10 shares of common stock at any
time, at the option of the holder. The conversion prices are 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 C Preferred are not
entitled to dividends and the Holder has no redemption privileges. In
considering the application of good accounting practices, 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 are required to determine
whether the host contract (the Series C Preferred) is more akin to a debt or
equity instrument in regards to the risks. This determination is subjective.
However, in complying with the good accounting practices we Determining the
Nature of a Host Contract Related to a Hybrid Financial Instrument Issued in the
Form of a Share we concluded, based upon the preponderance and weight of all
terms, conditions and features of the host contracts, that the Series C
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.




Note 9 - Goodwill and other
intangible assets:





The table
below presents amortizable intangible assets as of December 31, 2009 and
2008:





December 31, 2009
                
                Gross
                  Carrying
                  Amount
                
                
                Accumulated
                  Amortization
                
                
                Impairment
                  charge
                
                
                Net
                  Carrying
                  Amount
                
                
                Weighted
                  average
                  remaining
                  amortization
                  periodAmortizable
      intangible assets:Customer
      relationships
                
                $
                3,382,517
                
                
                $
                (1,998,343
                )
                
                
                (1,001,645
                )
                
                $
                382,529
                
                
                1
      yearsKnow
      how and processes
                
                
                2,924,790
                
                
                
                (1,810,676
                )
                
                
                (687,265
                )
                
                
                426,849
                
                
                2
      yearsCustomer
      backlog
                
                
                1,388,355
                
                
                
                (1,260,247
                )
                
                
                —
                
                
                
                128,108
                
                
                .5
      yearsCustomer
      lists
                
                
                279,717
                
                
                
                (237,262
                )
                
                
                (2,486
                )
                
                
                39,969
                
                
                1
      yearsEmployment
      contract
                
                
                165,000
                
                
                
                (165,000
                )
                
                
                —
                
                
                
                —
                
                
                
                —$
                8,140,379
                
                
                $
                (5,471,528
                )
                
                
                (1,691,396
                )
                
                $
                977,455




F-18




December 31, 2008
                
                Gross
                  Carrying
                  Amount
                
                
                Accumulated
                  Amortization
                
                
                Impairment
                  charge
                
                
                Net
                  Carrying
                  Amount
                
                
                Weighted
                  Average
                  amortization
                  periodAmortizable
      intangible assets:Customer
      relationships
                
                $
                3,382,517
                
                
                $
                (1,522,129
                )
                
                $
                (1,001,645
                )
                
                $
                858,743
                
                
                2
      yearsKnow
      how and processes
                
                
                2,924,790
                
                
                
                (1,316,162
                )
                
                
                (451,964
                )
                
                
                1,156,664
                
                
                3
      yearsCustomer
      backlog
                
                
                1,388,355
                
                
                
                (1,089,430
                )
                
                
                —
                
                
                
                298,925
                
                
                1.5
      yearsCustomer
      lists
                
                
                279,717
                
                
                
                (181,815
                )
                
                
                (2,486
                )
                
                
                95,416
                
                
                2
      yearsEmployment
      contract
                
                
                165,000
                
                
                
                (165,000
                )
                
                
                —
                
                
                
                —
                
                
                
                —$
                8,140,379
                
                
                $
                (4,274,536
                )
                
                $
                (1,456,095
                )
                
                $
                2,409,748





Total
intangibles amortization expense was $1,196,992 and $1,488,228 for the year
ended December 31, 2009 and 2008, respectively.





Estimated
annual intangibles amortization expense as of December 31, 2009 is as
follows:





2010
                    
                    $
                    631,4292011
                    
                    
                    346,026Total
                    
                    $
                    977,455





In
addition for other indefinite lived intangible assets, the impairment test
consists of a comparison of the fair value of the intangible assets to their
carrying amounts. Based on a discounted cash flow analysis, certain intangibles
were determined to be impaired as the carrying value was greater than the
expected cash flows from the assets. This analysis resulted in an impairment
charge of $235,301 and $1,456,085 during the year ended December 31, 2009 and
2008, respectively.





The
following is a description surrounding the circumstances over the intangible
assets and related impairment charge:





·
            Customer
      relationships and lists:The customer
      relationships are considered to have value when they represent an
      identifiable and predictable source of future cash flow to the reporting
      unit. The Company has established long term relationships with certain
      governmental agencies; however for relationships in place at the time of
      the acquisitions, there was a 49% decline in revenue from December 31,
      2007 to December 31, 2008. The fair value of customer relationships and
      lists was calculated using the income approach and the fair value was less
      than the current carrying value. Thus, an impairment charge of $1,001,645
      and $2,486 was made against customer relationships and lists, respectively
      for the period ended December 31,
2008.





·
            Know-how
      and processes: The Company acquired certain frameworks, monitoring
      systems and know-how related to software and hardware design development,
      implementation and analysis. The Company’s know-how and processes were
      valued using the multi-period excess-earnings method, a form of the Income
      approach and the fair value represents the present value of the profit
      derived from the know-how and processes.  The fair value was
      less than the carrying value so an impairment charge of $235,301 and
      $451,964 was recognized for the period ended December 31, 2009 and 2008,
      respectively.




F-19





Good
accounting practices requires that a goodwill impairment assessment be performed
at the "reporting unit" level.   For purposes of this assessment
a reporting unit is the operating segment, or a business one level below that
operating segment (the component level) if discrete financial information is
prepared and regularly reviewed by segment management. However, components are
aggregated as a single reporting unit if they have similar economic
characteristics.  As of December 31, 2009 and 2008, all goodwill was
allocated to the Government Services Sector which was considered one reporting
unit. The goodwill impairment test is applied using a two-step approach. In
performing the first step, the Company calculated fair values of the reporting
unit using an income approach. Under the income approach, the Company determines
fair value based upon estimated future cash flows of the reporting unit which
are then discounted to its present value using discount factors which consider
the timing and risk of cash flows.  For the discount rate, we used a
buildup approach which includes an assessment of the risk free interest rate,
the rate of return expected from publically traded stocks, the Company’s size
and industry and other Company specific risks.  Other significant
assumptions used in the income approach include the terminal value growth rates,
future capital expenditures and changes in future working capital
requirements.  If the fair value of the reporting unit is greater than
its carrying amount, there is no impairment.  If the reporting unit’s
carrying amount exceeds its fair value, then the second step must be completed
to measure the amount of impairment loss, if any.  In the second step,
the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair values of
all net tangible and intangible assets of thereportingunit other than goodwill.  If the carrying
amount of goodwill exceeds the implied fair value of goodwill, an impairment
less is recognized in an amount equal to the excess.


Determining
the fair value of a reporting unit is judgmental in nature and requires the use
of significant estimates and assumptions including, but not limited to, revenue
growth rates, future market conditions and strategic plans. The Company cannot
predict the occurrence of certain events or changes in circumstances that might
adversely affect the carrying value of goodwill. Such events may include, but
are not limited to, the impact of the economic environment, a material negative
change in relationships with significant customers; or strategic decisions made
in response to economic and competitive conditions.





During
the year ended December 31, 2008, as a result of a decline in customer contacts
an impairment loss of $4,030,246 was measured by the excess of the carrying
amount of goodwill over its implied fair value. As of December 31, 2009, we
determined that the estimated fair value of the reporting unit exceeded its
carrying value by approximately 9.5%; accordingly no further impairment charge
was necessary.





A summary
of the changes in the carrying amount of goodwill for the two years in the
period ended December 31, 2009, is shown below:





Balance as of January 1,
2008
                  
                  $
                  7,629,632Goodwill
      impairment charges
                  
                  
                  (4,030,246
                  )Balance
      as of December 31, 2008
                  
                  
                  3,599,386Goodwill
      impairment charges
                  
                  
                  —Balance
      as of December 31, 2009
                  
                  $
                  3,599,386




Note
10 - 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 4,313,465  shares of the Company’s common stock as of December 31,
2009 and December 31, 2008 and are carried at fair value. The following tabular
presentations set forth information about the derivative instruments as December
31, 2009 and December 31, 2008:





F-20




December 31,
                    2009
                  
                  
                  December 31,
                    2008Derivative
      liabilities:Warrant
      derivative
                  
                  $
                  ( 161,570
                  )
                  
                  $
                  (200,606
                  )





The
valuation of the derivative warrant liabilities is determined using a Black
Scholes Merton Model. Freestanding derivative instruments, consisting of
warrants and options that arose from the Laurus and Barron financing are valued
using the Black-Scholes-Merton valuation methodology because that model embodies
all of the relevant assumptions that address the features underlying these
instruments. Significant assumptions used in the Black Scholes models as of
December 31, 2009 included conversion or strike prices ranging from $0.10 -
$1.10; historical volatility factors ranging from 122.18% - 127.84% based upon
forward terms of instruments; terms-remaining term for all instruments; and a
risk free rate ranging from 1.00% - 1.55%.




Note
11 – Earnings Per Share






Year
      Ended2009
                      
                      
                      2008Numerator:Net
      income available for common stockholders
                      
                      $
                      (1,352,075
                      )
                      
                      $
                      909,129Adjusted
      income on derivative warrants
                      
                      
                      -
                      
                      
                      
                      (3,147,958
                      )Adjusted
      for dividends to convertible preferred stock
                      
                      
                      25,108
                      
                      
                      
                      25,108Net
      income available for common stockholders adjusted
                      
                      $
                      (1,326,967
                      )
                      
                      $
                      (2,213,721
                      )Denominator:Weighed
      average shares used to compute basic EPS
                      
                      
                      16,634,610
                      
                      
                      
                      16,779,762Dilutive
      derivative warrants
                      
                      
                      -
                      
                      
                      
                      4,563,453Shares
      indexed to convertible preferred stock
                      
                      
                      -
                      
                      
                      
                      34,110,568Weighted
      aerage shares used to compute diluted EPS
                      
                      
                      16,634,610
                      
                      
                      
                      55,453,783$
                      (0.08
                      )
                      
                      $
                      (0.04
                      )




The above
table includes only dilutive instruments and their effects on earnings per
common share.




F-21




Note
12- Dividends




The
Company recorded dividends payable on the 520,160 shares of 5% Series B
Preferred Stock for the period ended December 31, 2009 and 2008. Dividends
cannot be paid as long as the Company has an outstanding balance of its
revolving line of credit.




Note 13- Income Taxes





The tax
provision (benefit) for the years ended December 31, 2009 and 2008 consists of
the following:




December
      31,2009
                                      
                                      
                                      2008Current
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Deferred
                                      
                                      
                                      (759,451
                                      )
                                      
                                      
                                      (1,460,218
                                      )The
      components of the deferred tax assets (liability) as of:Net
      operating loss carry forward
                                      
                                      
                                      6,555,880
                                      
                                      
                                      $
                                      6,555,805Stock
      base compensation
                                      
                                      
                                      174,704
                                      
                                      
                                      
                                      -Executive
      compensation
                                      
                                      
                                      68,000
                                      
                                      
                                      
                                      -Total
      Deferred tax Asset
                                      
                                      
                                      6,798,509
                                      
                                      
                                      
                                      6,555,805Valuation
      allowance for Deferred tax asset
                                      
                                      
                                      6,798,509
                                      
                                      
                                      
                                      6,555,805Deferred
      tax asset
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Deferred
      tax liability:Intangible
      Assets
                                      
                                      
                                      441,014
                                      
                                      
                                      
                                      1,086,979Sec
      481c
                                      
                                      
                                      -
                                      
                                      
                                      
                                      113,486Net
      deferred tax long term
                                      
                                      
                                      441,014
                                      
                                      
                                      
                                      1,200,465Net
      deferred tax
                                      
                                      $
                                      441,014
                                      
                                      
                                      $
                                      1,200,465




As of
December 31, 2009 and 2008, the Company generated a net operating loss carry
forwards of approximately $14,000,000 available expiring 2010-2029.




F-22




The
provision for income taxes reported for the year ended December 31,
2009.




December
      31,2009
                        
                        
                        2008Provision
      (benefit) for taxes using statutory rate
                        
                        $
                        (709,382
                        )
                        
                        $
                        (178,834
                        )state
      taxes, net of federal tax benefit
                        
                        
                        (125,185
                        )
                        
                        
                        (31,559
                        )Permanent
      differences:None
      deductable expense
                        
                        
                        75,116
                        
                        
                        
                        (1,249,825
                        )Provision
      (Benefit) for income taxes
                        
                        $
                        (759,451
                        )
                        
                        $
                        (1,460,218
                        )




The
Company operates in multiple state tax jurisdictions.  Tax positions
are evaluated and liabilities are established for uncertain tax positions that
may be challenged by local authorities and may not be supportable under
examination.  Tax positions and liabilities are established in
accordance with applicable accounting guidance on uncertainty in income taxes in
light of changing facts and circumstances.  Based on current available
information, the Company believes that a reasonable estimate cannot be made if
challenged and not sustained.  Accordingly no provision has been made
for the period ended December 31, 2009.





Note 14- Commitments





a)     Employment
agreements





On March
24, 2009 the Company renewed its Executive Employment Agreement with Paul
Burgess. Under the Executive Employment Agreement, Mr. Burgess is employed as
our Chief Executive Officer for an initial term of three years. Thereafter, the
Executive Employment Agreement shall automatically be extended for successive
terms of one year each. Mr. Burgess will be paid a base salary of $250,000 per
year under the Executive Employment Agreement Amendment. Mr. Burgess is also
eligible for an incentive bonus of not less than 40% of his base salary based on
achieving certain goals established annually by the Compensation Committee of
the Board. As part of the agreement he will receive medical, vacation and profit
sharing benefits consistent with our current policies. The agreement may be
terminated by Mr. Burgess upon at least 60 days prior notice to us.





On March
24, 2009, the Company renewed its executive employment agreement with Joe Noto.
Under the Executive Employment agreement, Mr. Noto is employed as our Chief
Financial Officer for a term of three years, at an annual base salary of
$175.000. Thereafter, the Executive Employment Agreement will shall be
automatically extended for successive terms of one year each Mr. Noto is also
eligible for an incentive bonus of not less than 40% of his base salary based on
achieving certain goals established annually by the Compensation Committee of
the Board. As part of the agreement he will receive medical, vacation and profit
sharing benefits consistent with our current policies. The agreement may be
terminated by Mr. Noto upon at least 60 days prior notice to us.




F-23




b)     Operating
Leases





The
Company leases its office, sales and manufacturing facilities under
non-cancelable operating leases with varying terms expiring in 2010. The leases
generally provide that the Company pay the taxes, maintenance and insurance
expenses related to the leased assets.





c)     Capital
Lease Payable





On June
16, 2009 the Company 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 September 30, 2009, the outstanding balance was
$102,884.





Future
minimum lease payments required under leases


Capital
                          
                          
                          OperatingLeases
                          
                          
                          Leases2010
                          
                          $
                          61,764
                          
                          
                          $
                          304,0192011
                          
                          
                          61,764
                          
                          
                          $
                          17,5382012
                          
                          
                          
                          
                          
                          
                          13,614Total
      minimum lease payments
                          
                          $
                          123,528
                          
                          
                          $
                          335,171Less
      amounts representing interest
                          
                          
                          (29,232
                          )Present
      value of net minimum lease payments
                          
                          
                          94,296Less
      current obligations
                          
                          
                          (40,800
                          )Long-Term
      obligations
                          
                          
                          135,096




Total
rent expense for was $384,931 and $372,997 for the year ended December 31, 2009
and 2008 respectively.




Property
under capital leases are included in equipment  $110,907 less
accumulated depreciation of $11,091.




d)     Legal




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. There were no liabilities of this type at
December 31, 2009 and 2008.






Note
15-Share-Based Payments


a)     2002
Employee Stock Option Plan




On
November 6, 2002 the stockholders approved the adoption of The Company's 2002
Employee Stock Option Plan. Under the Plan, options may be granted which are
intended to qualify as Incentive Stock Options ("ISOs") under Section 422 of the
Internal Revenue Code of 1986 (the “Code") or which are not ("Non-ISOs")
intended to qualify as Incentive Stock Options thereunder. The maximum number of
options made available for issuance under the Plan are two million (2,000,000)
options. The options may be granted to officers, directors, employees or
consultants of the Company and its subsidiaries at not less than 100% of the
fair market value of the date on which options are granted. The term of each
Option granted under the Plan shall be contained in a stock option agreement
between the Optionee and the Company.





F-24




b)      2008
Employee Stock Option Plan





The
Company’s board of directors approved the adoption of the Company’s 2008
Incentive Stock Option Plan.. The maximum number of shares available for
issuance under the Plan is 10,000,000. The options may be granted to officers,
directors, employees or consultants of the Company and its subsidiaries at not
less than 100% of the fair market value of the date on which options are
granted. The term of each Option granted under the Plan shall be contained in a
stock option agreement between the optionee and the Company.





The board
approved the issuance of options to purchase an aggregate of 400,000 and
6,309,000 shares of the Company’s common stock to various officers and directors
of the company during December 31, 2009 and 2008, respectively.





The
Company recorded stock base compensation expense of $513,816 and $308,096 for
the year ended December 31, 2009 and 2008, respectively under both
plans.





c)      Modification
of Employee Options





In  July
2009, the Board of Directors of the Company approved the re-pricing of
outstanding employee options to current market. Under the modification,
outstanding options  were re-priced at current market ( $0.08 per
share ) and extend the vesting period an additional year.  The Company
currently has 7,548,500 employee options outstanding  under its 2002
and 2008 stock options plans ranging in strike price from $0.33 to $1.80. The
Company will record additional stock base compensation expense
of  $25,365 over the remaining vesting
period.




The
weighted-average fair value per share of the options granted during 2009 and
2008 was estimated on the date of grant using the Black-Scholes-Merton option
pricing model; the following assumptions were used to estimate the fair value of
the options at grant date based on the following:




December 31,2009
                      
                      
                      2008Risk-Free
      interest rate
                      
                      
                      2.91
                      %
                      
                      
                      2.91
                      %Expected
      dividend yield
                      
                      
                      -
                      
                      
                      
                      -Expected
      stock price volatility
                      
                      
                      106.49
                      %
                      
                      
                      106.49
                      %Weighted
      average contractual life
                      
                      8
      years
                      
                      
                      10
      yearsWeighted
      average fair value of options granted
                      
                      $
                      .08
                      
                      
                      $
                      .30




F-25




Number
                          
                          
                          Number
                          
                          
                          Weightedof
      Options
                          
                          
                          of
      Options
                          
                          
                          AverageAvailable
                          
                          
                          Outstanding
                          
                          
                          Exercise PriceBalance
      January 1, 2008
                          
                          
                          467,000
                          
                          
                          
                          1,372,000
                          
                          
                          $
                          1.002008
      Plan
                          
                          
                          10,000,000Options
      granted under Plan in 2008
                          
                          
                          (6,309,000
                          )
                          
                          
                          6,309,000
                          
                          
                          
                          0.33Balance
      December 31, 2008
                          
                          
                          4,158,000
                          
                          
                          
                          7,681,000
                          
                          
                          $
                          0.45Options
      granted under plan in 2009
                          
                          
                          (400,000
                          )
                          
                          
                          400,000
                          
                          
                          
                          0.08Options
      cancelled
                          
                          
                          
                          
                          
                          
                          (532,500
                          )Balance
      December 31, 2009
                          
                          
                          3,758,000
                          
                          
                          
                          7,548,500
                          
                          
                          $
                          0.08




d)     Employee
Stock Purchase Plan





In 2002
the Company established an Employee Stock Purchase Plan. The Plan is to provide
eligible Employees of the Company and its Designated Subsidiaries with an
opportunity to purchase Common Stock of the Company through accumulated payroll
deductions and to enhance such Employees' sense of participation in the affairs
of the Company and its Designated Subsidiaries. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code. The maximum
number of shares of the Company's Common Stock which shall be made available for
sale under the Plan shall be two million (2,000,000) shares. There are no shares
issued under the plan in 2009 or 2008.




Note
16- Benefit Plan





The
Company has 401K plan which covers all eligible employees. The Company matches
5% of employee contributions. Pension expense for the years ended December 31,
2009 and 2008 was $118,815 and $92,192, respectively.




Note
17-Major Customers and Concentrations





With the
LGS acquisition in September 2006 and the SMEI acquisition closed in February
2005, our primary "end-user" customer is the U.S. Department of Defense (DoD)
which accounted for approximately 93% of our total revenues for December
31,  2009 and 2008 respectively.




F-26




The
Company has two contract under SPAWAR that accounts
for   80%  and  69 %  of its sales
in 2009 and 2008 respectively.  Account receivable for these contracts
totaled $1,904,262 and $1,822,012   at December 31, 2009 and
December 31, 2008 respectively.




Note
18-Subsequent events





For the
year ended December 31, 2009, the Company has evaluated subsequent events for
potential recognition and disclosure from January 1, 2010 date of filing the
financial statements with the SEC.





On
January 4, 2010 the Company entered into a Patent Licensing agreement
supporting its communication services products.  In conjunction with
the agreements Lattice 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.





From
January 2010 through the date of the filing Barrons Converted 1,437,015 Series A
Preferred  into 22,639,450 of common stock.





In  2010
the 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 pay interest only for 18 months with a
balloon payment August 19, 2012.  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.





In
February 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.  The series A preferred is convertible into 3.5714 shares of
common.




F-27