lattice.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Lattice Incorporated

(Name of Issuer)

Common Stock

(Title of Class of Securities)

518414107

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

S Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 518414107

1	NAME OF REPORTING PERSONS Friedlander & Co., Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) ¨ (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 1,935,200
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,935,200 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable				o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.5% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA

(1)

The percent ownership calculated is based upon an aggregate of 22,639,551 shares outstanding as of November 19, 2010. This amount includes the 200,000 shares in which Theodore Friedlander III reports beneficial ownership as a result of having sole voting power over such shares.

CUSIP No. 518414107

1	NAME OF REPORTING PERSONS Theodore Friedlander III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) ¨ (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 200,000
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER See Item 2(a) below
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable				o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC

(1)

The percent ownership calculated is based upon an aggregate of 22,639,551 shares outstanding as of November 19, 2010.

CUSIP No. 518414107

Item 1(a). Name of Issuer:

Lattice Incorporated

Item 1(b).

Address of Issuer’s Principal Executive Offices:

7150 North Park Drive, Pennsauken, NJ 08109

Item 2(a).

Name of Person Filing:

The persons filing this Schedule 13G are Friedlander & Co., Inc. (“Friedlander”) and Theodore Friedlander III. Theodore Friedlander III is a controlling person of Friedlander and as such may be deemed to beneficially own the shares of Common Stock of Lattice Incorporated beneficially owned by Friedlander. Mr. Friedlander beneficially owns less than 1% of the shares held by Friedlander and disclaims beneficial ownership of all other shares held by Friedlander.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

322 East Michigan Street, Suite 250, Milwaukee, WI 53202

Item 2(c).

Citizenship:

Friedlander is a Wisconsin corporation.

Theodore Friedlander III is a citizen of the United States.

Item 2(d).

Title of Class of Securities:

Common Stock

Item 2(e).

CUSIP Number:

518414107

Item 3.

If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)G).

CUSIP No. 518414107

Item 4.

Ownership:

Friedlander & Co., Inc.

(a)

Amount Beneficially Owned: 1,935,200 *

(b)

Percent of Class: 8.5%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 0

(iii)

sole power to dispose or to direct the disposition of: 1,935,200

(iv)

shared power to dispose or to direct the disposition of: 0

Perritt MicroCap Opportunities Fund, Inc.

(a)

Amount Beneficially Owned: 200,000 *

(b)

Percent of Class: 0.9%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 200,000

(ii)

shared power to vote or to direct the vote: 0

(iii)

sole power to dispose or to direct the disposition of: See Item 2(a) above

(iv)

shared power to dispose or to direct the disposition of: 0

____________________

Friedlander & Co., Inc. and Theodore Friedlander III share beneficial ownership over the same 200,000 shares, and these shares are part of the aggregate 1,935,200 shares in which Friedlander & Co., Inc. reports beneficial ownership as a result of having sole dispositive power over such shares.

CUSIP No. 518414107

Item 5.

Ownership of Five Percent or Less of a Class:

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

N/A

Item 8.

Identification and Classification of Members of the Group:

N/A

Item 9.

Notice of Dissolution of Group:

N/A

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits.

Agreement to file Schedule 13G jointly.

CUSIP No. 518414107

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 9, 2011

FRIEDLANDER & CO., INC.

By: /s/ Theodore Friedlander III

Theodore Friedlander III

President and Secretary

/s/ Theodore Friedlander III

Theodore Friedlander III

CUSIP No. 518414107

EXHIBIT 1

AGREEMENT, dated as of February 9, 2011, by and among Friedlander & Co., Inc., a Wisconsin corporation and Theodore Friedlander III.

WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the “Act”), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement is filed on behalf of each of them.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

Both Friedlander & Co., Inc. and Theodore Friedlander III hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one Statement on Schedule 13G relating to their ownership of the Common Stock of Lattice Incorporated, and hereby further agree that said Statement shall be filed on behalf of both Friedlander & Co., Inc. and Theodore Friedlander III. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Lattice Incorporated.

IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above.

FRIEDLANDER & CO., INC.

By: /s/ Theodore Friedlander III

Theodore Friedlander III

President and Secretary

/s/ Theodore Friedlander III

Theodore Friedlander III