10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

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, 2015

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   005-34249

LATTICE INCORPORATED

(Exact name of registrant as specified in charter)

DELAWARE

(State or other jurisdiction of

incorporation or organization)

22-2011859

(I.R.S. Employer

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the 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 x No o

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. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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, 2015 was approximately $2,300,000.

As of April 11, 2016, the issuer had 95,038,673 outstanding shares of Common Stock.

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K is being filed solely to furnish the Interactive Data files as Exhibit 101, in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Form 10-K, as originally filed on April 14, 2016.

2

PART II - OTHER INFORMATION

Item 15. Exhibits

101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

3

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 20, 2016	By: /s/ Paul Burgess
	Paul Burgess
	President, Chief Executive Officer
	and Director
Date: April 20, 2016	By: /s/ Joe Noto
	Joe Noto
	Chief Financial Officer and Principal
	Accounting Officer

4

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Apr. 11, 2016	Jun. 30, 2015
Document And Entity Information
Entity Registrant Name	Lattice INC
Entity Central Index Key	0000350644
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 2,300,000
Entity Common Stock, Shares Outstanding		95,038,673
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2015

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CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 186,839	$ 255,954
Accounts receivable, net	977,638	987,324
Inventories	50,711	1,531
Note receivable - current	0	90,000
Costs and gross profit in excess of billings	324,673	449,129
Other current assets	177,357	465,654
Total current assets	1,717,218	2,249,592
Property and equipment, net	515,668	692,198
Other intangibles, net	520,012	650,012
Note receivable - long term	0	485,000
Other receivable, net	761,607	1,261,607
Deposits	58,473	76,071
Total assets	3,572,978	5,414,480
Current liabilities:
Accounts payable	2,390,420	1,377,187
Accrued expenses	1,110,346	1,024,363
Accrued settlement	2,750,000	2,521,694
Customer advances	400,985	116,308
Notes payable - current, net of debt discount	1,806,981	1,418,067
Capital lease obligation	4,601	0
Derivative liability	30,154	69,765
Deferred revenue	166,883	82,628
Total current liabilities	8,660,370	6,610,012
Long term liabilities:
Derivative liability	0	771,198
Capital lease obligation	7,192	0
Convertible notes payable, net of debt discount	2,205,466	0
Notes payable - long-term	69,797	378,364
Total long-term liabilities	2,282,455	1,149,562
Total liabilities	10,942,825	7,759,574
Shareholders' deficit
Common stock - $0.01 par value, 200,000,000 authorized, 94,741,557 and 53,879,348 issued and outstanding respectively	947,416	538,794
Common stock subscribed - 500,000 shares	5,000	5,000
Additional paid-in capital	45,673,848	45,485,245
Accumulated deficit	(53,451,081)	(47,893,655)
Accumulated other comprehensive income	3,066	2,451
Stockholders' Equity before Treasury Stock	(6,811,751)	(1,786,998)
Stock held in treasury, at cost	(558,096)	(558,096)
Total shareholders' (deficit)	(7,369,847)	(2,345,094)
Total liabilities and shareholders' (deficit)	3,572,978	5,414,480
Series A Preferred Stock
Shareholders' deficit
Preferred stock - .01 par value	0	54,058
Series B Preferred Stock
Shareholders' deficit
Preferred stock - .01 par value	10,000	10,000
Series C Preferred Stock
Shareholders' deficit
Preferred stock - .01 par value	0	5,200
Series D Preferred Stock
Shareholders' deficit
Preferred stock - .01 par value	$ 0	$ 5,909

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Shareholders' equity
Preferred stock, par value	$ .01	$ .01
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	94,741,557	53,879,348
Common stock, shares outstanding	94,741,557	53,879,348
Common stock shares subscribed	500,000
Series A Preferred Stock
Shareholders' equity
Preferred stock, par value	$ 0.01	$ .01
Preferred stock, shares authorized	9,000,000	9,000,000
Preferred stock, shares issued	0	6,575,815
Preferred stock, shares outstanding	0	6,575,815
Series B Preferred Stock
Shareholders' equity
Preferred stock, par value	$ 0.01	$ .01
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	1,000,000	502,160
Preferred stock, shares outstanding	1,000,000	502,160
Series C Preferred Stock
Shareholders' equity
Preferred stock, par value	$ 0.01	$ .01
Preferred stock, shares authorized	520,000	520,000
Preferred stock, shares issued	0	520,000
Preferred stock, shares outstanding	0	520,000
Series D Preferred Stock
Shareholders' equity
Preferred stock, par value	$ 0.01	$ .01
Preferred stock, shares authorized	636,400	636,400
Preferred stock, shares issued	0	590,910
Preferred stock, shares outstanding	0	590,910

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CONSOLIDATED STATEMENTS OF OPERATION - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Revenue	$ 7,587,150	$ 8,941,060
Cost of Revenue	4,729,886	5,335,888
Gross Profit	2,857,264	3,605,172
Operating expenses:
Selling, general and administrative	4,627,828	4,004,421
Research and development	1,159,632	1,086,410
Total operating expenses	5,787,460	5,090,831
Loss from operations	(2,930,196)	(1,485,659)
Other income (expense):
Derivative income (expense)	591,990	505,658
Financing fees	(200,257)	(80,018)
Loss on extinguishment of debt	(1,032,580)	0
Other income (expense)	0	2,090
Write-off of note receivable	(522,185)	(125,000)
Write-off of other receivable	(500,000)	0
Settlement expense	(228,306)	0
Interest income	73	280
Interest expense	(710,857)	(619,399)
Total other income (expense)	(2,602,122)	(316,389)
Loss before taxes	(5,532,318)	(1,802,048)
Income taxes	0	0
Net loss	(5,532,318)	(1,802,048)
Preferred Stock Dividend	(25,108)	(25,108)
Net Loss Available to Common Stockholders	$ (5,557,426)	$ (1,827,156)
Net loss per common share - Basic	$ (.09)	$ (0.04)
Net loss per common share - Diluted	$ (.09)	$ (0.04)
Weighted average shares - Basic	65,172,006	46,068,220
Weighted average shares - Diluted	65,172,006	46,068,220
Comprehensive net loss	$ (5,532,318)	$ (1,802,048)
Foreign currency translation gain (loss)	615	2,451
Comprehensive loss	$ (5,531,703)	$ (1,799,597)

XML

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY/DEFICIT - USD ($)	Series A Preferred Stock	Series B Preferred Stock	Series C Preferred Stock	Series D Preferred Stock	Common Stock	Common Stock Subscriptions	Additional Paid-In Capital	Accumulated Comprehensive Income	Accumulated Deficit	Treasury Stock	Total
Beginning balance, shares at Dec. 31, 2013	6,575,815	1,000,000	520,000	590,910	35,304,714	0
Beginning balance, value at Dec. 31, 2013	$ 65,758	$ 10,000	$ 5,200	$ 5,909	$ 353,047	$ 0	$ 43,714,377	$ 0	$ (46,066,499)	$ (558,096)	$ (2,470,304)
Net income (loss)									(1,802,048)		(1,802,048)
Common stock issued for vendor services, shares					1,458,334
Common stock issued for vendor services, value					$ 14,583		152,917				167,500
Issuance of common stock subscribed, shares						500,000
Issuance of common stock subscribed, value						$ 5,000	55,000				60,000
Common stock issued for financing fees, shares					1,350,000
Common stock issued for financing fees, value					$ 13,500		148,500				162,000
Common stock issued for conversion of preferred stock, shares converted	(1,170,000)
Common stock issued for conversion of preferred stock, shares converted value	$ (11,700)						(30,086)
Common stock issued for conversion of preferred stock, shares issued					4,178,538
Common stock issued for conversion of preferred stock, shares issued value					$ 41,786
Common stock issued for exchange for principal payment on note, shares					500,000
Common stock issued for exchange for principal payment on note, value					$ 5,000		55,000				60,000
Common stock issued in private placement in exchange for debt, shares					2,223,484
Common stock issued in private placement in exchange for debt, value					$ 22,235		244,583				266,818
Common stock issued in private placement, shares					6,864,278
Common stock issued in private placement, value					$ 68,643		752,798				821,441
Common stock issued to Directors for services, shares					2,000,000
Common stock issued to Directors for services, value					$ 20,000		160,000				180,000
Share-based compensation							232,156				232,156
Foreign currency translation adjustment								2,451			2,451
Dividends									(25,108)		(25,108)
Ending balance, shares at Dec. 31, 2014	5,405,815	1,000,000	520,000	590,910	53,879,348	500,000				302,987
Ending balance, value at Dec. 31, 2014	$ 54,058	$ 10,000	$ 5,200	$ 5,909	$ 538,794	$ 5,000	45,485,245	2,451	(47,893,655)	$ (558,096)	(2,345,094)
Net income (loss)									(5,532,318)		(5,532,318)
Common stock issued for vendor services, shares					1,000,000
Common stock issued for vendor services, value					$ 10,000		80,000				90,000
Common stock issued for financing fees, shares					6,645,833
Common stock issued for financing fees, value					$ 66,458		324,250				390,708
Common stock issued for conversion of preferred stock, shares converted	(1,840,000)
Common stock issued for conversion of preferred stock, shares converted value	$ (18,400)						(47,314)
Cash paid to re-purchase outstanding Preferred stock, shares	(3,565,815)		(520,000)	(590,910)
Cash paid to re-purchase outstanding Preferred stock, value	$ (35,658)		$ (5,200)	$ (5,909)			(1,028,767)				(1,075,534)
Common stock issued for conversion of preferred stock, shares issued					6,571,376
Common stock issued for conversion of preferred stock, shares issued value					$ 65,714
Common stock issued for late payment of interest, shares					1,000,000
Common stock issued for late payment of interest, value					$ 10,000		10,000				20,000
Common shares issued for extinguishment of debt, shares					5,000,000
Common shares issued for extinguishment of debt, value					$ 50,000		100,000				150,000
Common stock issued in private placement, shares					20,645,000
Common stock issued in private placement, value					$ 206,450		536,770				743,220
Common stock issued (stock issuance costs)							(50,688)				(50,688)
Share-based compensation							264,352				264,352
Foreign currency translation adjustment								615			615
Dividends									(25,108)		(25,108)
Ending balance, shares at Dec. 31, 2015	0	1,000,000	0	0	94,741,557	500,000				302,987
Ending balance, value at Dec. 31, 2015	$ 0	$ 10,000	$ 0	$ 0	$ 947,416	$ 5,000	$ 45,673,848	$ 3,066	$ (53,451,081)	$ (558,096)	$ (7,369,847)

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flow from operating activities:
Net Loss	$ (5,532,318)	$ (1,802,048)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Write-off of note receivable	522,185	125,000
Write-off of other receivable	500,000	0
Derivative income	(591,990)	(505,658)
Stock issued for services	90,000	184,762
Stock issued for interest	20,000	0
Amortization of intangible assets	130,000	245,427
Amortization of debt discount	305,952	329,538
Loss on extinguishment of debt	1,032,580	0
Bad debt expense	182,898	0
Amortization of deferred financing fees	200,257	80,018
Share-based compensation	264,352	232,156
Depreciation	355,143	347,625
(Increase) decrease in:
Accounts receivable	(173,212)	(351,075)
Inventories	(49,180)	7,799
Costs in excess of billings	124,456	(449,129)
Other current assets	91,116	(25,251)
Deposits	17,598	(30,000)
Increase (decrease) in:
Accounts payable and accrued liabilities	1,129,983	551,852
Accrued settlement	228,306	0
Deferred revenue	84,255	36,831
Customer advances	284,677	163,259
Total adjustments	4,749,376	943,154
Net cash used in operating activities	(782,942)	(858,894)
Cash flows from investing activities:
Principal payments received on note receivable	52,815	0
Purchase of equipment	(34,970)	(178,111)
Net cash provided by (used in) investing activities	17,845	(178,111)
Cash flows from financing activities:
Cash paid for financing fees	(255,800)	(155,000)
Payments on capital lease	(2,792)	0
Payments on notes payable	(651,039)	(1,223,636)
Proceeds from the issuance of common stock, net	0	796,441
Proceeds from common stock subscribed	0	60,000
Proceeds from issuance of common stock	743,220	0
Stock issuance costs	(50,688)	0
Cash paid to buyback preferred stock	(1,075,534)	0
Proceeds from notes payable	1,080,000	1,500,000
Proceeds from convertible notes payable	908,000	0
Net cash provided by financing activities	695,367	977,805
Effect of exchange rate changes on cash	615	2,451
Net decrease in cash and cash equivalents	(69,115)	(56,749)
Cash and cash equivalents - beginning of period	255,954	312,703
Cash and cash equivalents - end of period	186,839	255,954
Supplemental cash flow information
Interest paid in cash	225,669	202,002
Summary of non-cash investing and financing activities
Dividends declared but not paid	25,108	25,108
Conversion of notes payable into common stock	0	227,272
Conversion of accrued interest into common stock	0	39,546
Common stock issued for principle payment on note payable	0	60,000
Recording of derivative liability	0	1,223,923
Common stock issued to settle liability	0	25,000
Common stock issued as prepayment for services	0	162,740
Common stock issued for deferred financing fees	112,373	162,000
Recording of debt discount due to derivative liability	0	0
Stock issued for debt extinguishment	150,000	0
Stock issued for debt discount	278,335	0
Equipment purchased with a capital lease	14,585	0
Equipment purchased with note payable	$ 129,058	$ 0

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1 - Organization and summary of significant accounting policies

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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 Lattice Government Services, Inc., (“LGS”) (formerly Ricciardi Technologies Inc. (“RTI”)). 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. 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. On May 16, 2011, we acquired 100% of the shares of Cummings Creek Capital, a holding company which owned 100% of the shares of CLR Group Limited. (“CLR”), a government contractor. Together, the SMEI, RTI and CLR acquisitions formed our federal government services business unit, Lattice Government Services (“LGS”). Through 2012 we operated in two segments, our federal government services unit and our telecommunication services business.

As part of the Company’s strategy to focus on its higher growth potential communications business, the Company decided during the first quarter of 2013 to exit the Government services segment, which derived its revenues mainly from contracts with federal government Department of Defense agencies either as a prime contractor or as a subcontractor to another prime contractor. On April 2, 2013, we entered an Asset Purchase Agreement (“Purchase Agreement”) with Blackwatch International, Inc. (“Blackwatch”), a Virginia corporation, pursuant to which we sold the assets of LGS for approximately $1.2 million. These assets essentially comprised our federal government services segment operations. The Company retained certain assets and liabilities of LGS. The residual assets includes approximately $700,000 in incurred cost claims relative to cost recoverable type contract vehicles.

On November 1, 2013, the Company purchased certain assets of Innovisit, LLC. The acquired assets mainly included: awarded contracts, customer lists, and its intellectual property rights to video visitation software assets. Under the agreement, the workforce and operating infrastructure supporting Innovisit’s business operations have been transferred to Lattice, including but not limited to certain employees, and leases. This acquisition complemented the product offering of our telecom services business.

In 2013, the Company established a wholly owned subsidiary, Lattice Communications Inc., to enable us to operate in Canada. During 2014, we started operating a call center and collecting fee income for processing prepaid deposits for a large Canadian telecom provider which operates Lattice technology systems to provide call provisioning services to correctional facilities located in Canada.

b)         Basis of Presentation Going Concern

At December 31, 2015, our working capital deficiency was approximately $6,943,000 compared to a working capital deficiency of approximately $4,360,000 at December 31, 2014. Cash from operations and available capacity on current credit facilities are insufficient to cover liabilities currently due and the liabilities which will mature over the next twelve months. Additionally, we are extended beyond terms on payables with trade creditors. We have several payment arrangements in place but face continuing pressure with trade creditors regarding overdue payables. These conditions raise substantial doubt regarding our ability to continue as a going concern. Our ability to continue as a going concern is highly dependent upon our ability to improve our operating cash flow, maintain our credit lines and secure additional capital. Management has estimated that the Company will need alternative financing in the range of $4.0 to $5.0 million to support its liquidity needs over the next twelve months. In that regard, management is currently engaged in capital raising activities to adequately capitalize the Company. There is no assurance, however, that we will succeed in raising the additional financing needed to provide for all of our liquidity needs. In the event we fail to obtain the additional capital needed and/or restructure our existing debts with current creditors, we may be required to curtail our operations significantly.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”). The financial statements include all normal and recurring adjustments that are necessary for a fair presentation of the Company’s consolidated financial position and operating results.

c)         Principles of Consolidation

The consolidated financial statements include 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.

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 consolidated 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)         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), derivative financial instruments are carried at fair value.

The carrying values of the Company’s long-term debts approximates their fair values based upon a comparison of the interest rates and terms of such debt to the rates and terms of debt currently available to the Company.

f)          Cash and Cash Equivalents

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

g)         Inventories

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

h)         Income Taxes

We account for uncertain tax positions using a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, based on the technical merits. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes. We re-evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. We did not recognize any additional tax benefit or additional charges to our tax provision during 2015 and 2014. As of December 31, 2015 and 2014, the Company has no liability related to uncertain tax positions.

The Company’s 2012, 2013, 2014 and 2015 federal and state tax returns remain subject to examination by the respective taxing authorities. In addition, net operating losses and research tax credits arising from prior years are also subject to examination at the time that they are utilized in future years. Neither the Company’s federal or state tax returns are currently under examination.

i)         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.

Direct Call Provisioning Services:

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

Wholesaled Technology:

We sell telephony systems with embedded proprietary software to other service providers.  We recognize revenue when the equipment is shipped to the customer.

Breakage:

In compliance with regulatory tariffs, we recognize as income prepaid deposits which have aged beyond six to nine months and the customer has not requested a refund of the unused deposit.

Prepaid Cards:

We also sell prepaid phone cards to end user facilities on a wholesale basis.  We recognize revenue on prepaid phone cards when they are either shipped or emailed to customer end user facilities.

Software Maintenance:

We offer software maintenance and support contracts to customers who purchase our technology systems. These are unbundled and invoiced separately and revenue is recognized ratably over the life of the contract.

Revenues Recognition for Construction Projects:

Revenues from construction contracts are included in contract revenue in the consolidated statements of operations and are recognized under the percentage-of-completion accounting method. The percent complete is measured by the cost incurred to date compared to the estimated total cost of each project. This method is used as management considers expended cost to be the best available measure of progress on these contracts, the majority of which are completed within one year, but may occasionally extend beyond one year. Inherent uncertainties in estimating costs make it at least reasonably possible that the estimates used will change within the near term and over the life of the contracts.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance and completion. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. General and administrative costs are charged to expense as incurred.

Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income. Such revisions are recognized in the period in which they are determined. An amount equal to contract costs incurred that are attributable to claims is included in revenue when realization is probable and the amount can be reliably estimated.

Costs and estimated earnings in excess of billings are comprised principally of revenue recognized on contracts (on the percentage-of-completion method) for which billings had not been presented to customers because the amount were not billable under the contract terms at the balance sheet date. Amounts are billed based on contractual terms. Billings in excess of costs and estimated earnings represent billings in excess of revenues recognized.

j)          Share-Based Payments

On January 1, 2006, the Company adopted the fair value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification 718-10, Accounting for Share-based payment, to account for compensation costs under its stock option plans and other share-based arrangements. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values.

For purposes of estimating fair value of stock options, we use the Black-Scholes-Merton valuation technique. At December 31, 2015, there was $224,354 of total unrecognized compensation cost related to unvested share-based compensation awards granted under the equity compensation plans which do not include the effect of future grants of equity compensation, if any. This amount will be amortized over the remaining vesting periods of the grants.

k)        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.

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.

l)         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, 2015 and December 31, 2014, the derivative liabilities amounted to $30,154 and $840,963.  In accordance with the accounting standards the Company determined that the carrying value of these derivatives approximated the fair value using the level 3 inputs.

m)       Derivative Financial Instruments and Registration Payment Arrangements

Derivative financial instruments, as defined in Financial Accounting Standards, consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (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 require classification in stockholders' equity (deficit). See Note 4 for additional information.

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. 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.

n)        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 exited its government services business in April 2013 and is reporting the operating results of that unit as discontinued operations in the consolidated financial reports. Accordingly, the Company operates in one segment during the year ended December 31, 2015 (Telecom services).

o)        Basic and Diluted Income (Loss) Per Common Share:

The Company calculates income (loss) per common share in accordance with ASC Topic 260, “Earnings Per Share”. 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 convertible preferred stock, 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 39 million shares and 69 million shares at December 31, 2015 and 2014, respectively.

p)        Recent Accounting Pronouncements

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40). The amendments in this Update provide guidance in accounting principles generally accepted in the United States of America about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. This ASU is not expected to have a significant impact on the Company's consolidated financial statements.

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. On July 9th the effective date was delayed one year by a vote by the FASB. Public business entities, certain not-for-profit entities, and certain employee benefit plans would apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application would be permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03 (ASU 2015-03), Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The adoption of ASU 2015-03 in the first quarter of fiscal 2017 is not expected to have a material impact on the Company's financial condition or results of operations.

We do not believe there would have been a material effect on the accompanying consolidated financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.

q)        Reclassifications

Certain prior years amounts have been reclassified to conform to current year presentation.

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2 - Accounts Receivable

12 Months Ended

Dec. 31, 2015

Receivables [Abstract]

Accounts Receivable

Note 2 - Accounts Receivable

The Company evaluates its accounts receivable on a customer-by-customer basis and has determined that an allowance for doubtful accounts of approximately $182,000 and $15,000 was necessary at December 31, 2015 and 2014, respectively, related to its trade receivables.

The Company determined that an allowance for doubtful accounts was necessary at December 31, 2015 related to its incurred cost claim receivables attributable to the Company’s discontinued Federal government operations. These claims with Federal Dept. of Defense agencies relate to prior year contracts where costs have exceeded the customer’s funded value of the task ordered on our cost reimbursement type contract vehicles. Unapproved claims included as a component of our accounts receivable had a carrying value of approximately $1,244,000 before a reserve allowance of $500,000 as of December 31, 2015. These unapproved claims represent the additional costs recoverable on our cost recoverable type contract vehicles as supported by our actual incurred cost submissions or actual rate filings with the DCAA (Defense Contract Audit Agency) compared to the provisional (budgetary) rates used for billing under these contracts. We have completed the audit of these claims pertaining to the periods 2005 to 2009 with the Defense Contract Audit Agency (DCAA) and have recalibrated the amounts using the settled or final DCAA approved rates. Based on the audited and approved rates, management valued the claims at approximately $744,000 and recorded a write-off of $500,000 at December 31, 2015. The $500,000 write-off is included as a component of other income (expense) in the Consolidated Statement of Operations.

Based on the delays encountered in finalizing the rate audits with DCAA and an uncertainty as to when the obligating agencies will allocate the required funding to process the claims for payment, we have classified the remaining $744,000 of these receivables as a long term asset in the Balance Sheet at December 31, 2015.

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3 - Property and Equipment

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 3 - Property and Equipment

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

	December 31, 2015			December 31, 2014
Computers, fixtures and equipment	$	3,514,453		$	3,335,840
Less: accumulated depreciation		(2,998,785	)		(2,643,642	)
Total	$	515,668		$	692,198

Depreciation expense for December 31, 2015 and 2014 was $355,143 and $347,625 respectively.

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4 - Notes payable

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Notes payable

Notes payable consists of the following as of December 31, 2015 and December 31, 2014:

	December 31, 2015			December 31, 2014
Bank line of credit (a)	$	–		$	–
Notes payable to shareholder/former director (b)		192,048			192,048
Notes payable (c)		1,656,996			1,066,019
Note payable, Innovisit (d)		27,734			160,000
Total notes payable		1,876,778			1,418,067
Less current maturities		(1,806,981	)		(1,418,067	)
Long term debt	$	69,797		$	–

(a) Bank Line of Credit 

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

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

The outstanding balance owed on the line at December 31, 2015 and December 31, 2014 was $0 and $0 respectively. If the credit facility is drawn upon, the interest rate would be 13.25%.

(b) Notes Payable to Shareholder/Former Director

There are two notes outstanding with a former director. The first note bears interest at 21.5% per annum. During December 2010, the note was amended to flat monthly payments of $6,000 until maturity, December 31, 2013, at which time any remaining interest and or principal was to be paid. This note had an outstanding balance of $24,048 as of December 31, 2015 and December 31, 2014, respectively. The Company is in arrears on interest payments that were due but has accrued the interest costs on the note. The holder has not as of the date of this filing invoked his rights under the default provisions of the note related to the past due principal and interest payments.

The second note is dated October 14, 2011 had a face value of $168,000 of which the Company received $151,200 in net proceeds during October 2011. The discount of $16,800 was amortized to interest expense over the term of the note. The note carries an annual interest rate of 10% payable quarterly at the rate of $4,200 per quarter. The entire principal on the note of $168,000 was due at maturity on October 14, 2014. This note had an outstanding balance of $168,000 as of December 31, 2015 and December 31, 2014, respectively. The Company is in arrears on interest payments that were due but has accrued the interest costs on the note. The holder has not as of the date of this filing invoked his rights under the default provisions of the note related to the past due principal and interest payments.

(c) Notes Payable

On June 11, 2010, Lattice closed on a note payable for $1,250,000. The net proceeds to the Company were $1,100,000. The $150,000 difference between the face amount of the note and proceeds received was amortized over the life of the note as additional interest expense. The note matured June 30, 2012 and payment of principal was due at that time in the lump sum value of $981,655 including any unpaid interest. On June 30, 2012 the holder of the note agreed to an extension for payment in full of the note to October 31, 2012. In addition to the maturity extension, the Company agreed to increase the collateral by $250,000. The note was secured by certain receivables totaling $981,655 and the new secured total is approximately $1,232,000. Until maturity, Lattice is required to make quarterly interest payments (calculated in arrears) at 12% stated interest with the first quarter interest payment of $37,500 due September 30, 2010 and $37,500 due each quarter end thereafter until the final payment comes due October 31, 2012 totaling $1,019,155 including the final interest payment. Concurrent with the note, an intercreditor agreement was signed between Action Capital and Holder where Action Capital has agreed to subordinate the Action Lien on certain government contracts, task orders and accounts receivable totaling $981,655. During November 2011, $268,345 of the original $1,250,000 accounts receivable securing the note was collected, escrowed and paid directly to the note holder by Action Capital thereby reducing the outstanding balance on the note and the collateral to $981,655 at December 31, 2013. During 2014 the Company paid $100,000 each in April and July reducing the principal on this note to $781,655 as of December 31, 2014. As of December 31, 2015, there was $781,655 of unpaid principal remaining on this note. As of the date of this filing, the Company is currently in violation under terms of the note agreement requiring principal due at the October 31, 2012 maturity date. The Company is current with quarterly interest payments. The holder has not as of the date of this filing invoked his rights under the default provisions of the note.

During the quarter ended June 30, 2011, we issued a two year promissory note payable for $200,000 to a shareholder of the Company. The note bears interest of 12% per year. The Company is required to pay interest quarterly on a calendar basis starting with a pro-rata interest payment on June 30, 2011. On May 15, 2013 the maturity date, the principal amount of $200,000 became due along with any unpaid and accrued interest. The Company is not in compliance with the terms of the note. As of December 31, 2014 and December 31, 2015, there was $200,000 of unpaid principal remaining on this note. The holder has not as of the date of this filing invoked his rights under the default provisions of the note.

On January 23, 2012, we issued several promissory notes to private investors with face values totaling $198,000. The proceeds from the notes totaled $175,000. The discount of $23,000 has been recorded as a deferred financing fee and amortized over the life of the note. The notes bear interest of 12% per year. The Company is required to pay interest quarterly on a calendar basis starting with a pro-rata interest payment on June 30, 2012. During the quarter ended June 30, 2014, the Company paid in cash the principal owed on two of the notes totaling $113,636 leaving a remaining balance owed of $84,364 as of December 31, 2015 and December 31, 2014. On January 23, 2014 the maturity date, the principal amounts of the notes were due along with any unpaid and accrued interest. As a result, Company is not in compliance with the terms of the note. We are current with interest payments; no default provision has been invoked.

During March 2015, the Company issued a secured note to an investor for $500,000 for which $422,000 of net proceeds were received. Of the $500,000; $50,000 was an original issue discount and $28,000 was used for placement fees and legal expenses. In addition, the Company was required to issue 1,000,000 shares of common stock ($70,000 based on the closing price of the stock on the date of closing) to the Lender. The original issue discount was recorded as a debt discount, while the placement and legal fees and the value of the 1,000,000 shares were recorded as deferred financing fees and included in prepaid expenses on the balance sheet. The debt discount is amortized using the effective interest method. The debt discount has been fully amortized as of December 31, 2015. We paid $363,200 of the principal balance on this note from the proceeds of the $908,000 convertible note closed May 2015. Because the principal was not paid in full by June 17, 2015, the Company was in default and was required to make monthly payments of $1,596 beginning July 17, 2015 at an annual interest rate of 14%. In addition to the monthly payments, the Company was required to issue to the Lender 1,250,000 shares of common stock, while still being responsible for the outstanding principal and interest. The lender accepted 1,000,000 shares instead to settle the default. The value of the 1,000,000 shares issued was $20,000, which is included in interest expense. The remaining outstanding principal of $136,800 and accrued interest was paid in full during November 2015.

During November 2015, the Company issued a secured note to an investor for $580,000 for which $355,174 of net proceeds were received. Of the $580,000; $58,000 was an original issue discount, $29,000 was used for placement fees and legal expenses and $137,826 was used to pay the remaining principal and accrued interest outstanding on the March 2015 note. In addition, the Company was required to issue 1,862,500 shares of common stock ($55,875 based on the closing price of the stock on the date of closing) to the Lender. The original issue discount was recorded as a debt discount, as were the placement and legal fees and the value of the 1,862,500 shares were recorded as deferred financing fees and included in prepaid expenses on the balance sheet. The debt discount is amortized using the effective interest method. The unamortized debt discount as of December 31, 2015 was $99,308. The principal balance on this note as of December 31, 2015 was $580,000.

During June 2015, we closed on an equipment loan of $67,275 with Royal Bank America Leasing, L.P. The loan is payable monthly at $2,136 per month over a 36 month term with the last payment due in May 2018. The principal balance on this loan as of December 31, 2015 was $53,454.

During October 2015, we closed on an equipment loan of $61,783 with Royal Bank America Leasing, L.P. The loan is payable monthly at $1,941 per month over a 36 month term with the last payment due in September 2018. The principal balance on this loan as of December 31, 2015 was $56,831.

(d) Note Payable - Innovisit

In conjunction with the purchase of intellectual property and certain other assets of Innovisit on November 1, 2013, Lattice issued a promissory note for $590,000 to Icotech LLC, the owner of Innovisit. Lattice agreed to pay to Icotech; (a) $250,000 on November 30, 2013, (b) four payments of $60,000 on each of January 1, 2014, April 30, 2014, July 31, 2014, and October 31, 2014, and (c) final payment of $100,000 was due and payable on January 31, 2015. The note bears no interest on the unpaid principal amount and is secured with the intellectual property acquired. The Company issued 500,000 common shares in lieu of the January 31, 2014 $60,000 installment payment under the note, and paid installments totaling $120,000 in cash in 2014, leaving a balance outstanding of $160,000 as of December 31, 2014. In 2015, the Company made cash payments on this note totaling $132,266 leaving $27,734 outstanding as of December 31, 2015.

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5. Convertible Note

12 Months Ended

Dec. 31, 2015

Convertible Notes Payable [Abstract]

5. Convertible Note

Convertible Note With Derivative Conversion Feature

On May 30, 2014, the Company entered into a Note Purchase and Security Agreement with Lattice Funding, LLC (“Lender”), a Pennsylvania limited liability company affiliated with Cantone Asset Management, LLC. The Company delivered a secured promissory note (the “LF1 Note”) in the principal sum of $1,500,000, bearing interest at 8% per annum and maturing on May 15, 2017. Interest on the LF1 Note is payable quarterly. Outstanding principal may be converted into restricted common stock. The Company also executed UCC financing statements, securing the LF1 Note with proceeds of certain agreements.

Each $10,000 of note principal is convertible into 75,000 common shares at an exercise price of $0.133333 per share any time after November 30, 2014, to be adjusted for splits, reorganizations, stock dividends and similar corporate events (anti-dilution provisions).  If the market price of Lattice common stock equals or exceeds twice the exercise price and certain other conditions are met, the Company may call the Note at face value for the purpose of forcing conversion of the balance of the LF1 Note into common stock.

The LF1 Note contained a provision whereby the conversion price is adjustable upon the occurrence of certain events, including the issuance of common stock or common stock equivalents at a price which is lower than the current conversion price. Under FASB ASC 815-40-15-5, the embedded conversion feature is not considered indexed to the Company’s own stock and, therefore does not meet the scope exception in FASB ASC 815-10-15 and thus needed to be accounted for as a derivative liability. The initial fair value at May 30, 2014 of the embedded conversion feature was estimated at $1,223,923 and recorded as a derivative liability, resulting in a net carrying value of the note at May 30, 2014 of $276,077 ($1,500,000 face value less $1,223,923 debt discount). On November 2, 2015 the derivative was valued at $218,819. The debt discount was amortized using the effective interest method and was $956,090 at November 2, 2015. The fair value of the embedded conversion feature was estimated at the end of each quarterly reporting period using the Monte Carlo model.

On November 2, 2015, the Company issued 5,000,000 shares of its common stock to Lender to amend the promissory note issued to it in May 2015 to eliminate certain anti-dilution provisions. Based on management’s review, the accounting for debt extinguishment applied. In accordance with the accounting for debt extinguishment, the Company wrote-off the unamortized debt discount of $929,177 and unamortized deferred finance fees relating to this note of $172,222. These charges were offset by the difference of the carrying value of the associated embedded derivative liability of $218,819 and the fair value of $150,000 for the 5,000,000 shares issued resulting in a net gain of $68,819. The net of these three items resulted in a loss on extinguishment of debt of $1,032,580.

Inherent in the Monte Carlo Valuation model are assumptions related to expected volatility, remaining life, risk-free rate and expected dividend yield For the Convertible Notes using a Monte Carlo model, we estimate the probability and timing of potential future financing and fundamental transactions as applicable. The assumptions used by the Company are summarized below:

	December 31, 2014
Closing stock price	$	0.10
Conversion price	$	0.13
Expected volatility		125%
Remaining term (years)		2.38
Risk-free rate		0.90%
Expected dividend yield		0%

The convertible note with a derivative conversion feature consists of the following at December 31, 2015 and December 31, 2014:

	December 31, 2015		December 31, 2014
Principal	$	1,500,000	$	1,500,000
Discount		–		(1,223,923	)
Accumulated amortization of discount		–		102,287
Total	$	1,500,000	$	378,364

Other Convertible Note

On May 13, 2015, the Company entered into a Note Purchase and Security Agreement with Lattice Funding, LLC (“Lender”), a Pennsylvania limited liability company affiliated with Cantone Asset Management, LLC. The Company delivered a secured promissory note (the “LF2 Note”) in the principal sum of $908,000, bearing interest at 8% per annum and maturing on April 30, 2020. Interest on the LF2 Note is payable quarterly. After six months the Lender has the right to convert the principal amount of the note into conversion shares at any time before maturity at a price of $0.15, to be adjusted for splits, reorganizations, stock dividends and similar corporate events (anti-dilution provisions). The Company cannot prepay the amount due. The Company also executed UCC financing statements, securing the LF2 Note with proceeds of certain agreements.

Each $1,000 of note principal is convertible into 1,000 common shares at an exercise price of $0.15, to be adjusted for splits, reorganizations, stock dividends and similar corporate events (anti-dilutive provisions). If the market price of Lattice common stock equals or exceeds twice the exercise price and certain other conditions are met, the Company may call the note at face value for the purpose of forcing conversion of the balance of the note in common stock. 

The agreement contains a provision that for every $1,000 borrowed, the Company would need to issue 2,500 common shares to holder. The Company borrowed $908,000 on the note and issued 2,270,000 shares valued at $0.07 per share based on the closing price the day of the borrowings. This resulted in a debt discount of $222,460, which is being amortized over the life of the loan using the effective interest method. Amortization expense of the debt discount was $19,926 in the current year.

In addition, the Company incurred deferred financing fees of $133,173 in connection with the notes which will be amortized over the life of the notes. Amortization expense for these deferred financing fees for the year ended December 31, 2015 was $17,757. Included within the $133,173 is $42,373 relating to 605,333 shares issued. The shares were valued at $0.07 per share, the market price of the stock at the closing date of the agreement.

The LF2 convertible note consists of the following at December 31, 2015:

	December 31, 2015
Principal	$	908,000
Discount		(222,460	)
Accumulated amortization of discount		19,926
Total	$	705,466

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6 - Stockholders' Deficit

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Stockholders' Deficit

Common Stock

General

The preferred shares have a par value of $.01 per share, and the Company is authorized to issue 11,110,910 shares. The preferred stock of the Company shall be issued by the board of directors of the Company in one or more classes or one or more series within an class, and such classes or Series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the board of directors of the Company may determine, from time to time. Currently issued and outstanding are 502,160 designated Series B shares.

The common stock shares have a par value of $.01 per share and the Company is authorized to issue 200,000,000 shares, each share shall be entitled to cast one vote for each share held at all stockholders’ meeting for all purposes, including the election of directors. The common stock does not have cumulative voting rights.

2015 Issuances:

On January 30, 2015 the Company entered into an agreement for a term of one year with a service provider, requiring 1,000,000 shares to be issued to the service provider in the form of compensation. The shares were valued at $90,000 based on the stock price on the date of the agreement. The stock compensation expense recorded for the quarter ended September 30, 2015 was $22,500. The remaining $30,000 is recorded on the balance sheet in prepaid expenses and will be expensed over the term of the agreement.

On March 27, 2015, we issued 714,280 shares of our common stock to one investor upon conversion of our Series A Convertible Redeemable Preferred Stock. The shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.

On April 7, 2015, we issued 1,571,416 shares of our common stock to one investor upon conversion of our Series A Convertible Redeemable Preferred Stock. The shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.

On April 29, 2015, we issued 1,303,561 shares of our common stock to one investor upon conversion of our Series A Convertible Redeemable Preferred Stock. The shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.

On May 14, 2015, the Company issued 1,000,000 shares as a finance fee for the March 2015 $500,000 bridge note. The shares were values at $0.07 per share and as a result $70,000 of deferred financing fees was accrued and recorded in the Balance Sheet at March 31, 2015 as accrued expense. The common shares were later issued and the accrued expense was reclassified to capital. The deferred finance fee is being amortized to expense over the term of the note.

On June 2, 2015, we issued 1,607,130 shares of our common stock to one investor upon conversion of our Series A Convertible Redeemable Preferred Stock. The shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.

On June 10, 2015, we issued 1,374,989 shares of our common stock to one investor upon conversion of our Series A Convertible Redeemable Preferred Stock. The shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.

On August 14, 2015, in conjunction with a $908,000 convertible note financing, we issued 908,000 shares of our common stock to investors and 605,333 shares of our common stock to Cantone as placement agent. The note is convertible into 6,053,333 shares of our common stock. The note and shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.

On December 18 2015, the Company issued 1,862,500 shares as a finance fee for the November 2015 $580,000 bridge note. The shares were valued at $0.03 per share and as a result $55,875 was recorded as deferred finance fees. The deferred finance fees are being amortized to expense over the term of the note.

During December 2015, the Company issued 1,000,000 shares to a lender for a default in not making a principal payment when due. The shares were valued at $20,000 and included as interest expense.

During December 2015, the Company issued 2,270,000 shares were issued to investors in conjunction with the $908,000 convertible notes. The shares were valued at $0.07 per share and as a result $158,900 was recorded as debt discount. The debt discount is being amortized to expense over the term of the note.

During December 2015, the Company issued 5,000,000 shares to investors in exchange for the removal of an anti-dilutive feature of the $1.5M convertible notes issued in May 2014. The shares were valued at $0.03 per share for an aggregate value of $150,000.

During the 4^th quarter, pursuant to the terms of a Securities Purchase Agreement dated November 2, 2015 (the “Placement Agreement”), the Company sold an aggregate of 17,145,000 shares of its common stock under subscription agreements to accredited investors for aggregate gross proceeds of $617,220. In connection with the sale of the shares, the Company paid a placement agent fee of $30,861 in cash to Boenning & Scattergood, Inc. (“B&S”) and issued B&S warrants to purchase 514,350 shares of the Company’s common stock at the price of $0.036 per share. The investors were granted piggyback registration rights in connection with the Placement Agreement. The net proceeds of the transaction were used to purchase the securities owned by Barron pursuant to the Purchase Agreement.

Also during the 4^th quarter, the Company sold an aggregate of 3,500,000 shares of its common stock under subscription agreements directly to accredited investors for aggregate gross proceeds of $126,000.

The Company issued 900,000 stock options at an extended fair value of $36,000 and 514,350 warrants at an extended fair value of $19,827.

2014 Issuances:

On January 14, 2014, we issued 1,178,562 common shares to Barron Partners L.P. Such shares were issuable upon the exercise of conversion rights associated with 330,000 shares of Series A Preferred Stock owned by Barron Partners.

On March 18, 2014, we issued 1,321,418 common shares to Barron Partners L.P. Such shares were issuable upon the exercise of conversion rights associated with 370,000 shares of Series A Preferred Stock owned by Barron Partners.

On August 28, 2014, we issued 1,678,558 common shares to Barron Partners L.P. Such shares were issuable upon the exercise of conversion rights associated with 470,000 shares of Series A Preferred Stock owned by Barron Partners.

During the quarter ended March 31, 2014, the Company issued 8,860,489 restricted common shares at a price of $0.12 per share in a series of private placements for a gross financing amount of $1,063,259. Of which, net cash proceeds of $796,441 were received and $266,818 was derived from the conversion of principal and accrued interest on existing notes with several investors.

During the quarter ended March 31, 2014, the Company issued 500,000 shares to Icotech in exchange for a $60,000 cash installment on the seller note payable in conjunction with the purchase of the Innovisit assets.

During the quarter ended June 30, 2014, the Company sold 500,000 shares restricted common shares at a price of $0.12 per share in a private placement with an investor for a gross financing amount of $60,000. As of December 31, 2014, the shares had not been issued.

During the quarter ended September 30, 2014, the Company issued 1,000,000 restricted common shares as compensation to a service provider. The shares were valued at $0.12 per share resulting in total compensation expense of $120,000. This expense is being amortized ratably over the service period ending December 31, 2014.

During the quarter ended September 30, 2014, the Company issued 1,350,000 shares as fees to the placement agent for the convertible note issued in May 2014. The shares were valued at $0.12 per share or a total fee of $162,000 which is included as a component of deferred financing fees and is being amortized over the term of the note.

During the quarter ended September 30, 2014, the Company issued 227,273 common shares to Paul Burgess, CEO previously carried as a liability (Shares to be issued) pursuant to a common stock subscription for an investment of $25,000 or $0.11 per share.

During the quarter ended December 31, 2014, Lattice entered into a consulting services agreement with Mr. Stewart and his affiliate, Blairsden Resources LLC and Mr. Wurwarg and his affiliate, Roxen Advisors LLC. Messrs. Stewart and Wurwarg, newly appointed directors of Lattice Incorporated, each received 1,000,000 restricted common shares as compensation for services rendered to Lattice over a twelve month period. The stock was valued at $0.08 per share or a total of $160,000 under Generally Accepted Accounting Principles (GAAP) and is being amortized ratably over the twelve month period ending November 30, 2015.

During the quarter ended December 31, 2014, Lattice issued 458,334 shares of common stock valued at $47,500 as compensation for services to a marketing consulting firm (“CMA”).

The Company did not issue any employee options or warrants during the year ended December 31, 2014.

Repurchase of Preferred Stock

On November 2, 2015, the Company purchased all of the outstanding Preferred Stock from an investor, namely, 3,589,488 shares of the Company’s Series A Convertible Preferred Stock, 520,000 shares of the Company’s Series C Convertible Preferred Stock, and 590,910 shares of the Company’s Series D Convertible Preferred Stock, for a total of $1,075,000. All of the Preferred stock was purchased during the 4^th quarter, cancelled and is to be added back to the Company’s authorized Preferred stock reserves.

Summary of our warrant activity and related information for 2015 and 2014

	Number of shares under warrants	Weighted Average Exercise price		Weighted Average Remaining Contractual term in Years	Aggregate Intrinsic Value
Outstanding at December 31, 2013	4,778,233	$	0.67	3.5	$	–
Granted	-					–
Exercised	-					–
Cancelled/expired	-					–
Outstanding at December 31, 2014	4,778,233	$	0.67	2.5	$	–
Granted	514,350	$	0.06	3.0	$
Exercised	-
Cancelled/expired	-
Outstanding at December 31, 2015	5,292,583	$	.61	1.81	$	–
Vested and exercisable at December 31, 2015	5,292,583
Vested and exercisable at December 31, 2014	5,292,583
	2015
Weighted average fair value	$0.04
Risk-free interest rate	1.08%		.
Volatility	233.13%
Terms in years	3
Dividend yield	0.00%

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8 - Intangible assets

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets

In accordance with The Goodwill and Other Intangibles Topic of the ASC 350, goodwill and indefinite-lived intangible assets are tested for impairment annually, and interim impairment tests are performed whenever an event occurs or circumstances change that indicate that it is more likely than not that an impairment has occurred. December 31 has been established for the annual impairment review.

Determining the fair value of intangible assets 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.

The tables below present amortizable intangible assets as of December 31, 2015 and 2014:

	Gross Carrying		Accumulated			Impairment		Net Carrying		Weighted average remaining amortization
	Amount		Amortization			charge		Amount		period
December 31, 2015
Amortizable intangible assets:
IP Rights Agreement		1,300,000		(779,988	)		–		520,012	1.86 years
Customer contracts		148,406		(148,406	)		–		–	–
	$	1,448,406	$	(928,394	)	$	–	$	520,012

	Gross Carrying		Accumulated			Impairment		Net Carrying		Weighted average remaining amortization
	Amount		Amortization			charge		Amount		period
December 31, 2014
Amortizable intangible assets:
IP Rights Agreement		1,300,000		(649,988	)		–		650,012	2.86 years
Customer contracts		148,406		(148,406	)		–		–	–
	$	1,448,406	$	(798,394	)	$	–	$	650,012

Total intangible amortization expense was $130,000 and $245,427 for the years ended December 31, 2015 and 2014, respectively.

Future estimated annual intangibles amortization expense as of December 31, is as follows:

2016		130,000
2017		130,000
2018		130,000
2019		130.000
2020		12
Total	$	520,012

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9 - Fair Value of Derivative Instruments

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value of Derivative Instruments

Warrants:

The consolidated balance sheet caption derivative liability includes warrants and a convertible note. The warrants were issued in connection with the 2005 Laurus Financing Arrangement, and the 2006 Omnibus Amendment and Waiver Agreement with Laurus. These derivative financial instruments are indexed to an aggregate of 758,333 shares of the Company’s common stock as of December 31, 2015 and December 31, 2014, and are carried at fair value. The balance at December 31, 2015 was $30,154 compared to $69,765 at December 31, 2014.

 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 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 at December 31, 2015 included the December 31, 2015 publicly traded stock price of the Company of $0.04, the conversion or strike price of $0.10 per the agreement, a historical volatility factor of 221.77% based upon forward terms of instruments, and a risk free rate of 2.090% and remaining life 6.72 years.

In accordance with FASB ASC 820, “Fair Value Measurements and Disclosures”, the following table represents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and December 31, 2014:

Derivatives:

	Level 3		Total
December 31, 2015:
Warrants	$	30,154	$	30,154

	Level 3		Total
December 31, 2014:
Warrants	$	69,765	$	69,765
Convertible Note	$	771,198	$	771,198

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10 - Dividends

12 Months Ended

Dec. 31, 2015

Dividends [Abstract]

Dividends

The Company accrued and recorded dividends payable on the 520,160 shares of 5% Series B Preferred Stock for the years ended December 31, 2015 and 2014. Dividends have not been declared and cannot be paid as long as the Company has an outstanding balance on its revolving line of credit.

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11 - Income Taxes

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

The tax provision (benefit) for the years ended December 31, 2015 and 2014 consists of the following:

	December 31,
	2015			2014
Current		–			–
Deferred		–			–
The components of the deferred tax assets (liability) as of:
Net operating loss carryforward	$	9,484,478		$	8,231,803
Stock base compensation		620,018			534,917
Executive compensation		13,000			13,000
Total Deferred tax Asset		10,117,496			8,779,720
Valuation allowance for Deferred tax asset		(10,117,496	)		(8,779,720	)
Deferred tax asset		–			–

As of December 31, 2015 and 2014, the Company generated a net operating loss carry forwards of approximately $25,000,000 available expiring 2018-2030.

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12 - Commitments

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments

(a) Operating Leases

The Company leases its office, sales and manufacturing facilities under non-cancelable operating leases with varying terms expiring through 2016. The leases generally provide that the Company pay the taxes, maintenance and insurance expenses related to the leased assets.

Future minimum lease commitments as of December 31, 2015 are approximately as follows:

For the Twelve Months Ending December 31, :
2016	$	19,918

Total rent expense was $89,331 for the year ended December 31, 2015 compared to $99,652 in the prior year.

(b) Capital Lease

During May 2015, we entered into a capital lease financing obligation with Marlin Leasing Corporation in the amount of $14,585 which bears interest at 13% and is payable monthly over a 3 year term at $497.00 per month.  The lease includes an end of term purchase option of $1.00. The outstanding principal balance on this lease at December 31, 2015 was $11,793.

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13 - Share-Based Payments

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

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.

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. Upon the adoption of the 2015, the 2008 plan became frozen. Accordingly, no new options shall be granted under the 2008 plan and outstanding awards thereunder shall be governed by the terms and conditions of the 2008 plan and applicable award agreements.

c) 2015 Omnibus Equity Incentive Plan

The Company’s board of directors and shareholders approved the adoption of the Company’s 2015 equity incentive Plan. The maximum number of shares available for issuance under the Plan is 25,000,000 inclusive of the awards previously issued and outstanding under the 2008 stock option plan. 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.

During 2015, the Company issued 900,000 under the 2015 Equity Incentive Plan. No options were approved or issued 2014.

The Company recorded stock-based compensation expense of $264,352 and $232,156 for the year ended December 31, 2015 and 2014, respectively under both plans.

We use the Black-Scholes option pricing model to estimate on the grant date the fair value of share-based awards in determining our share-based compensation. The following weighted-average assumptions were used for grants made under the stock options plans for the years ended December 31, 2015. No options were issued in 2014.

	2015
Expected Volatility		140	%
Expected term		5 years
Risk-Free interest rate		1.68	%
Dividend yield		0	%
Annual forfeiture rate		10	%
Weighted-average estimated fair value of options granted	$	0.0355

Transactions involving stock options awarded under the Plan described above during the years ended December 31, 2015 and 2014

	Number of shares			Weighted Average Exercise price		Weighted Average Remaining Contractual term in Years		Aggregate Intrinsic Value
Outstanding at December 31, 2013		10,564,500		$	0.10		2.1	$	–
Granted		–		$
Exercised
Cancelled/expired		(428,500	)	$	0.08
Outstanding at December 31, 2014		10,136,000		$	0.10		3.3	$	–
Granted		900,000		$	0.04		9.5
Exercised		–
Cancelled/expired		(1,258,000	)	$	0.08
Outstanding at December 31, 2015		9,778,000		$	0.09		3.9	$	–
Vested and exercisable at December 31, 2015		7,912,300
Vested and exercisable at December 31, 2014		4,340,500

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 shares. There were no shares issued under the Plan in 2015 or 2014.

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14 - Benefit Plan

12 Months Ended

Dec. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Benefit Plan

The Company has 401K plan which covers all eligible employees. The Company has a discretionary match of employee contributions. The Company made no contribution during the year ended December 31, 2015 or 2014.

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15 - Major Customers and Concentrations

12 Months Ended

Dec. 31, 2015

Risks and Uncertainties [Abstract]

Major Customers and Concentrations

The Company’s revenues for 2015 included approximately $1.1 million or 13.9% of total revenues derived from a wholesale relationship with a large inmate phone service provider serving several end-user correctional facilities. There were no providers in 2014 comprising 10% or more of total revenues.

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16 - Litigation

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Litigation

On June 26, 2015, a former wholesale partner filed an arbitration claim against us with JAMS pursuant to a Master Services Agreement between, dated December 31, 2008 (the “MSA”). They allege that we breached the MSA by failing to pay them commissions pursuant to the MSA and that we owe them approximately $2.9 million, including interest. We filed a reply to the claim on July 24, 2015. We are currently negotiating with the former wholesale partner to settle the claim. Based on negotiations, we expect the claim to settle in the amount of approximately $2,750,000. Accordingly, we have recorded a charge to other income (expense) of approximately $228,000 at December 31, 2015 bringing the accrued settlement liability to $2,750,000 recorded under current liabilities of consolidated balance sheet.

Except as disclosed above, 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. 

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17 - Note Receivable

12 Months Ended

Dec. 31, 2015

Note Receivable

Note Receivable

As part of the sale of Lattice Government assets on April 2, 2013, the Company received a promissory note from Blackwatch International, Inc. for $700,000, which carried a 3% annual interest rate payable in 12 equal quarterly installments of $61,216 over a 3 year period. The first installment was due July 31, 2013 and each successive payment was due on the 15th day of the month following close of each quarter. Blackwatch never made these payments; therefore, the Company filed a lawsuit in the Superior Court of New Jersey to collect the monies. On April 7, 2015, a settlement was signed and the note receivable was settled for $537,500. The agreement calls for 7 quarterly payments of $30,000 after the April 15, 2015 payment, with the remaining balance of $297,500 being due in full on January 15, 2017, with consent to the entry of a final judgment upon default.  The Company received the first and second payments on April 15, 2015 and July 15, 2015.  Blackwatch failed to pay the amount that was due and payable under Paragraph 2a of the Agreement on October 15, 2015 and January 15, 2016. Written notice of default was sent to Blackwatch on November 4, 2015.  On December 22, 2015, the Company made an application for the entry of final judgment by consent.  The Court entered a Final Judgment on January 8, 2016.  Given the entry of a judgment, the Company engaged in negotiations with Blackwatch designed to obtain payment from Blackwatch, which negotiations were unsuccessful.  The Company thereafter obtained a required exemplified copy of the Final Judgment and submitted the Final Judgment to the Superior Court of New Jersey to obtain lien status and to ready the Final Judgment to be enforced against Blackwatch and the personal guarantor in their home state of Maryland.  Based on the missed payments and Blackwatch’s representation of its financial condition, the Company recorded a reserve allowance for the full amount of the note receivable in the amount of $522,185 at December 31, 2015. Accordingly, included in other income (expense) of the 2015 statement of operations is a charge-off of $522,185.The Company is in the process of enforcing its rights to collect on the full amount of the Final Judgment, plus reasonable attorneys’ fees and costs, from both Blackwatch and the personal guarantor.

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18. Foreign Currency Translation

12 Months Ended

Dec. 31, 2015

Foreign Currency [Abstract]

Foreign Currency Translation

The Company’s reporting currency is U.S. Dollars. The functional currency of the Company’s subsidiary in Canada is the Canadian dollar. The translation from the Canadian dollar to U.S. dollars is performed for the consolidated balance sheet accounts using exchange rates in effect at the consolidated balance sheet date and for the consolidated statement of operations using the average exchange rate in effect during the period. The resulting translation adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss). Foreign currency translation gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations.

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19 - Subsequent Events

12 Months Ended

Dec. 31, 2015

Subsequent Events [Abstract]

Subsequent Events

On February 26, 2016, Lattice issued a promissory note in the amount of $375,000 to Cantone Asset Management LLC (“Cantone”) and received $356,250 in gross proceeds, after deducting a 5% original issue discount. The annual interest rate on the note is 14%. The Company issued 600,000 shares of its common stock to Cantone and paid Cantone additional fees of approximately $3,000. The Loan is secured by a first priority security interest in certain of the Company’s components and work-in progress relative to a sales order with a large customer. The Note matures on the earlier of August 26, 2016 or the date that the Company receives payment from its customer for the equipment purchased with the proceeds of the Note.

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1 - Organization and summary of significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2015

Organization And Summary Of Significant Accounting Policies Policies

Organization

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 Lattice Government Services, Inc., (“LGS”) (formerly Ricciardi Technologies Inc. (“RTI”)). 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. 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. On May 16, 2011, we acquired 100% of the shares of Cummings Creek Capital, a holding company which owned 100% of the shares of CLR Group Limited. (“CLR”), a government contractor. Together, the SMEI, RTI and CLR acquisitions formed our federal government services business unit, Lattice Government Services (“LGS”). Through 2012 we operated in two segments, our federal government services unit and our telecommunication services business.

As part of the Company’s strategy to focus on its higher growth potential communications business, the Company decided during the first quarter of 2013 to exit the Government services segment, which derived its revenues mainly from contracts with federal government Department of Defense agencies either as a prime contractor or as a subcontractor to another prime contractor. On April 2, 2013, we entered an Asset Purchase Agreement (“Purchase Agreement”) with Blackwatch International, Inc. (“Blackwatch”), a Virginia corporation, pursuant to which we sold the assets of LGS for approximately $1.2 million. These assets essentially comprised our federal government services segment operations. The Company retained certain assets and liabilities of LGS. The residual assets includes approximately $700,000 in incurred cost claims relative to cost recoverable type contract vehicles.

On November 1, 2013, the Company purchased certain assets of Innovisit, LLC. The acquired assets mainly included: awarded contracts, customer lists, and its intellectual property rights to video visitation software assets. Under the agreement, the workforce and operating infrastructure supporting Innovisit’s business operations have been transferred to Lattice, including but not limited to certain employees, and leases. This acquisition complemented the product offering of our telecom services business.

In 2013, the Company established a wholly owned subsidiary, Lattice Communications Inc., to enable us to operate in Canada. During 2014, we started operating a call center and collecting fee income for processing prepaid deposits for a large Canadian telecom provider which operates Lattice technology systems to provide call provisioning services to correctional facilities located in Canada.

Basis of Presentation Going Concern

b)         Basis of Presentation Going Concern

At December 31, 2015, our working capital deficiency was approximately $6,943,000 compared to a working capital deficiency of approximately $4,360,000 at December 31, 2014. Cash from operations and available capacity on current credit facilities are insufficient to cover liabilities currently due and the liabilities which will mature over the next twelve months. Additionally, we are extended beyond terms on payables with trade creditors. We have several payment arrangements in place but face continuing pressure with trade creditors regarding overdue payables. These conditions raise substantial doubt regarding our ability to continue as a going concern. Our ability to continue as a going concern is highly dependent upon our ability to improve our operating cash flow, maintain our credit lines and secure additional capital. Management has estimated that the Company will need alternative financing in the range of $4.0 to $5.0 million to support its liquidity needs over the next twelve months. In that regard, management is currently engaged in capital raising activities to adequately capitalize the Company. There is no assurance, however, that we will succeed in raising the additional financing needed to provide for all of our liquidity needs. In the event we fail to obtain the additional capital needed and/or restructure our existing debts with current creditors, we may be required to curtail our operations significantly.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”). The financial statements include all normal and recurring adjustments that are necessary for a fair presentation of the Company’s consolidated financial position and operating results.

Principles of Consolidation

c)         Principles of Consolidation

The consolidated financial statements include 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.

Use of Estimates

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 consolidated 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

Fair Value Disclosures

e)         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), derivative financial instruments are carried at fair value.

The carrying values of the Company’s long-term debts approximates their fair values based upon a comparison of the interest rates and terms of such debt to the rates and terms of debt currently available to the Company.

Cash and Cash Equivalents

f)          Cash and Cash Equivalents

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

Inventories

g)         Inventories

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

Income Taxes

h)         Income Taxes

We account for uncertain tax positions using a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, based on the technical merits. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes. We re-evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. We did not recognize any additional tax benefit or additional charges to our tax provision during 2015 and 2014. As of December 31, 2015 and 2014, the Company has no liability related to uncertain tax positions.

The Company’s 2012, 2013, 2014 and 2015 federal and state tax returns remain subject to examination by the respective taxing authorities. In addition, net operating losses and research tax credits arising from prior years are also subject to examination at the time that they are utilized in future years. Neither the Company’s federal or state tax returns are currently under examination.

Revenue Recognition

i)         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.

Direct Call Provisioning Services:

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

Wholesaled Technology:

We sell telephony systems with embedded proprietary software to other service providers.  We recognize revenue when the equipment is shipped to the customer.

Breakage:

In compliance with regulatory tariffs, we recognize as income prepaid deposits which have aged beyond six to nine months and the customer has not requested a refund of the unused deposit.

Prepaid Cards:

We also sell prepaid phone cards to end user facilities on a wholesale basis.  We recognize revenue on prepaid phone cards when they are either shipped or emailed to customer end user facilities.

Software Maintenance:

We offer software maintenance and support contracts to customers who purchase our technology systems. These are unbundled and invoiced separately and revenue is recognized ratably over the life of the contract.

Revenues Recognition for Construction Projects:

Revenues from construction contracts are included in contract revenue in the consolidated statements of operations and are recognized under the percentage-of-completion accounting method. The percent complete is measured by the cost incurred to date compared to the estimated total cost of each project. This method is used as management considers expended cost to be the best available measure of progress on these contracts, the majority of which are completed within one year, but may occasionally extend beyond one year. Inherent uncertainties in estimating costs make it at least reasonably possible that the estimates used will change within the near term and over the life of the contracts.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance and completion. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. General and administrative costs are charged to expense as incurred.

Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income. Such revisions are recognized in the period in which they are determined. An amount equal to contract costs incurred that are attributable to claims is included in revenue when realization is probable and the amount can be reliably estimated.

Costs and estimated earnings in excess of billings are comprised principally of revenue recognized on contracts (on the percentage-of-completion method) for which billings had not been presented to customers because the amount were not billable under the contract terms at the balance sheet date. Amounts are billed based on contractual terms. Billings in excess of costs and estimated earnings represent billings in excess of revenues recognized.

Share-based payments

j)          Share-Based Payments

On January 1, 2006, the Company adopted the fair value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification 718-10, Accounting for Share-based payment, to account for compensation costs under its stock option plans and other share-based arrangements. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values.

For purposes of estimating fair value of stock options, we use the Black-Scholes-Merton valuation technique. At December 31, 2015, there was $224,354 of total unrecognized compensation cost related to unvested share-based compensation awards granted under the equity compensation plans which do not include the effect of future grants of equity compensation, if any. This amount will be amortized over the remaining vesting periods of the grants.

Depreciation, amortization and long-lived assets

k)        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.

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.

Fair Value of Financial Instruments

l)         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, 2015 and December 31, 2014, the derivative liabilities amounted to $30,154 and $840,963.  In accordance with the accounting standards the Company determined that the carrying value of these derivatives approximated the fair value using the level 3 inputs.

Derivative Financial Instruments and Registration Payment Arrangements

m)       Derivative Financial Instruments and Registration Payment Arrangements

Derivative financial instruments, as defined in Financial Accounting Standards, consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (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 require classification in stockholders' equity (deficit). See Note 4 for additional information.

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. 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.

Segment Reporting

n)        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 exited its government services business in April 2013 and is reporting the operating results of that unit as discontinued operations in the consolidated financial reports. Accordingly, the Company operates in one segment during the year ended December 31, 2015 (Telecom services).

Basic and diluted income (loss) per common share

o)        Basic and Diluted Income (Loss) Per Common Share:

The Company calculates income (loss) per common share in accordance with ASC Topic 260, “Earnings Per Share”. 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 convertible preferred stock, 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 39 million shares and 69 million shares at December 31, 2015 and 2014, respectively.

Recent accounting pronouncements

p)        Recent Accounting Pronouncements

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40). The amendments in this Update provide guidance in accounting principles generally accepted in the United States of America about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. This ASU is not expected to have a significant impact on the Company's consolidated financial statements.

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. On July 9th the effective date was delayed one year by a vote by the FASB. Public business entities, certain not-for-profit entities, and certain employee benefit plans would apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application would be permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03 (ASU 2015-03), Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The adoption of ASU 2015-03 in the first quarter of fiscal 2017 is not expected to have a material impact on the Company's financial condition or results of operations.

We do not believe there would have been a material effect on the accompanying consolidated financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.

Reclassifications

q)        Reclassifications

Certain prior years amounts have been reclassified to conform to current year presentation.

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3 - Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment

	December 31, 2015			December 31, 2014
Computers, fixtures and equipment	$	3,514,453		$	3,335,840
Less: accumulated depreciation		(2,998,785	)		(2,643,642	)
Total	$	515,668		$	692,198

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4 - Notes payable (Tables)

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Notes payable

	December 31, 2015			December 31, 2014
Bank line of credit (a)	$	–		$	–
Notes payable to shareholder/former director (b)		192,048			192,048
Notes payable (c)		1,656,996			1,066,019
Note payable, Innovisit (d)		27,734			160,000
Total notes payable		1,876,778			1,418,067
Less current maturities		(1,806,981	)		(1,418,067	)
Long term debt	$	69,797		$	–

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5. Convertible Notes (Tables)

12 Months Ended

Dec. 31, 2015

Convertible Notes Payable [Abstract]

Convertible notes assumptions used

	December 31, 2014
Closing stock price	$	0.10
Conversion price	$	0.13
Expected volatility		125%
Remaining term (years)		2.38
Risk-free rate		0.90%
Expected dividend yield		0%

Schedule of convertible notes

The convertible note with a derivative conversion feature consists of the following at December 31, 2015 and December 31, 2014:

	December 31, 2015		December 31, 2014
Principal	$	1,500,000	$	1,500,000
Discount		–		(1,223,923	)
Accumulated amortization of discount		–		102,287
Total	$	1,500,000	$	378,364

The LF2 convertible note consists of the following at December 31, 2015:

	December 31, 2015
Principal	$	908,000
Discount		(222,460	)
Accumulated amortization of discount		19,926
Total	$	705,466

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6 - Stockholder's Deficit (Tables)

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Summary of warrant activity

	Number of shares under warrants	Weighted Average Exercise price		Weighted Average Remaining Contractual term in Years	Aggregate Intrinsic Value
Outstanding at December 31, 2013	4,778,233	$	0.67	3.5	$	–
Granted	-					–
Exercised	-					–
Cancelled/expired	-					–
Outstanding at December 31, 2014	4,778,233	$	0.67	2.5	$	–
Granted	514,350	$	0.06	3.0	$
Exercised	-
Cancelled/expired	-
Outstanding at December 31, 2015	5,292,583	$	.61	1.81	$	–
Vested and exercisable at December 31, 2015	5,292,583
Vested and exercisable at December 31, 2014	5,292,583
	2015
Weighted average fair value	$0.04
Risk-free interest rate	1.08%		.
Volatility	233.13%
Terms in years	3
Dividend yield	0.00%

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8 - Intangible assets (Tables)

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Amortizable assets

The tables below present amortizable intangible assets as of December 31, 2015 and 2014:

	Gross Carrying		Accumulated			Impairment		Net Carrying		Weighted average remaining amortization
	Amount		Amortization			charge		Amount		period
December 31, 2015
Amortizable intangible assets:
IP Rights Agreement		1,300,000		(779,988	)		–		520,012	1.86 years
Customer contracts		148,406		(148,406	)		–		–	–
	$	1,448,406	$	(928,394	)	$	–	$	520,012

	Gross Carrying		Accumulated			Impairment		Net Carrying		Weighted average remaining amortization
	Amount		Amortization			charge		Amount		period
December 31, 2014
Amortizable intangible assets:
IP Rights Agreement		1,300,000		(649,988	)		–		650,012	2.86 years
Customer contracts		148,406		(148,406	)		–		–	–
	$	1,448,406	$	(798,394	)	$	–	$	650,012

Schedule of future intangible amortization expense

Future estimated annual intangibles amortization expense as of December 31, is as follows:

2016		130,000
2017		130,000
2018		130,000
2019		130.000
2020		12
Total	$	520,012

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9. Fair Value of Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Schedule of derivatives on a recurring basis

	Level 3		Total
December 31, 2015:
Warrants	$	30,154	$	30,154

	Level 3		Total
December 31, 2014:
Warrants	$	69,765	$	69,765
Convertible Note	$	771,198	$	771,198

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11 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Provision benefit and deferred tax assets

	December 31,
	2015			2014
Current		–			–
Deferred		–			–
The components of the deferred tax assets (liability) as of:
Net operating loss carryforward	$	9,484,478		$	8,231,803
Stock base compensation		620,018			534,917
Executive compensation		13,000			13,000
Total Deferred tax Asset		10,117,496			8,779,720
Valuation allowance for Deferred tax asset		(10,117,496	)		(8,779,720	)
Deferred tax asset		–			–

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12 - Commitments (Tables)

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Future minimum lease payments operating leases

For the Twelve Months Ending December 31, :
2016	$	19,918

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13 - Share-Based Payments (Tables)

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock option weighted-average assumptions

	2015
Expected Volatility		140	%
Expected term		5 years
Risk-Free interest rate		1.68	%
Dividend yield		0	%
Annual forfeiture rate		10	%
Weighted-average estimated fair value of options granted	$	0.0355

Stock option activity

	Number of shares			Weighted Average Exercise price		Weighted Average Remaining Contractual term in Years		Aggregate Intrinsic Value
Outstanding at December 31, 2013		10,564,500		$	0.10		2.1	$	–
Granted		–		$
Exercised
Cancelled/expired		(428,500	)	$	0.08
Outstanding at December 31, 2014		10,136,000		$	0.10		3.3	$	–
Granted		900,000		$	0.04		9.5
Exercised		–
Cancelled/expired		(1,258,000	)	$	0.08
Outstanding at December 31, 2015		9,778,000		$	0.09		3.9	$	–
Vested and exercisable at December 31, 2015		7,912,300
Vested and exercisable at December 31, 2014		4,340,500

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1 - Organization and summary of significant accounting policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2013	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit	$ (6,943,000)		$ (4,360,000)
Uncertain tax positions	0		0
Unrecognized compensation cost	224,354
Derivative liabilities	$ 30,154		$ 840,963
Anitdilutive shares excluded from EPS	39,000,000	69,000,000

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2 - Accounts Receivable (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Other accounts receivable	$ 761,607	$ 1,261,607
Allowance for doubtful accounts, trade receivables	182,000	15,000
Other receivable write-off	500,000	$ 0
Unapproved claims
Accounts Receivable	1,244,000
Other accounts receivable	744,000
Allowance for doubtful accounts, trade receivables	500,000
Other receivable write-off	$ 500,000

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3 - Property and Equipment (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Computers, fixtures and equipment	$ 3,514,453	$ 3,335,840
Less : accumulated depreciation	(2,998,785)	(2,643,642)
Total Property and Equipment	$ 515,668	$ 692,198

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3 - Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 355,143	$ 347,625

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4 - Notes payable (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Total notes payable	$ 1,876,778	$ 1,418,067
Less current maturities	(1,806,981)	(1,418,067)
Long-term debt	69,797	0
Note payable to shareholder/director
Total notes payable	192,048	192,048
Note payable
Total notes payable	1,656,996	1,066,019
Note payable, Innovisit
Total notes payable	27,734	160,000
Line of Credit [Member]
Total notes payable	$ 0	$ 0

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5. Convertible Note (Details - Assumptions) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Debt Disclosure [Abstract]
Closing stock price		$ 0.10
Conversion price		$ 0.13
Expected volatility	140.00%	125.00%
Remaining term (years)		2 years 4 months 17 days
Risk-free rate	1.68%	0.90%
Expected dividend yield		0.00%

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5. Convertible Note (Details - Notes outstanding) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Total convertible note	$ 2,205,466	$ 0
Convertible Note 1
Convertible note	1,500,000	1,500,000
Discount on convertible note	0	(1,223,923)
Accumulated amortization of discount	0	102,287
Total convertible note	1,500,000	$ 378,364
Convertible Note 2
Convertible note	908,000
Discount on convertible note	(222,460)
Accumulated amortization of discount	19,926
Total convertible note	$ 705,466

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6 - Stockholders' Deficit (Details-Warrant activity) - Warrants - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Number of shares under warrants outstanding, Beginning	4,778,233	4,778,233
Number of shares under warrants, Granted	514,350	0
Number of shares under warrants, Exercised	0	0
Number of shares under warrants, Cancelled/expired	0	0
Number of shares under warrants outstanding, Ending	5,292,583	4,778,233
Number of shares under warrant, Vested and exercisable	5,292,583	5,292,583
Weighted Average Exercise price, Warrants outstanding Beginning	$ 0.67	$ 0.67
Weighted Average Exercise price, Warrants Granted	0.06
Weighted Average Exercise price, Warrants outstanding Ending	$ 0.61	$ 0.67
Weighted Average Remaining Contractual term in Years, warrants outstanding beginning	2 years 6 months	3 years 6 months
Weighted Average Remaining Contractual term in Years, Warrants granted	3 years
Weighted Average Remaining Contractual term in Years, warrants outstanding ending	1 year 9 months 22 days	2 years 6 months
Aggregate Intrinsic Value, Warrants outstanding Beginning	$ 0	$ 0
Aggregate Intrinsic Value, Warrants outstanding Ending	$ 0	$ 0

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6 - Stockholders' Deficit (Details-Assumptions)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Risk-free interest rate	1.68%	0.90%
Volatility	140.00%	125.00%
Terms in years minimum	5 years
Dividend yield		0.00%
Warrants
Weighted average fair value	4.00%
Risk-free interest rate	108.00%
Volatility	233.13%
Terms in years minimum	3 years
Dividend yield	0.00%

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8 - Intangible assets (Details-Amortization table) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2013	Dec. 31, 2014
Gross Carrying Amount	$ 1,448,406		$ 1,448,406
Accumulated Amortization	(928,394)		(798,394)
Impairment charge	0		0
Net Carrying Amount	520,012		650,012
IP Rights Agreement
Gross Carrying Amount	1,300,000		1,300,000
Accumulated Amortization	(779,988)		(649,988)
Impairment charge	0		0
Net Carrying Amount	$ 520,012		650,012
Weighted average remaining amortization period	1 year 10 months 10 days	2 years 10 months 10 days
Customer contracts
Gross Carrying Amount	$ 148,406		148,406
Accumulated Amortization	(148,406)		(148,406)
Impairment charge	0		0
Net Carrying Amount	$ 0		$ 0

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8 - Intangible assets (Details-Annual amortization schedule) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
2016	$ 130,000
2017	130,000
2018	130,000
2019	130,000
2020	12
Total	$ 520,012	$ 650,012

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8 - Intangible assets (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Total intangible amortization expense	$ 130,000	$ 245,427

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9 - Fair Value of Derivative Instruments (Details - Level 3) - Fair Value, Measurements, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Warrants
Fair value derivative liability	$ 30,154	$ 69,765
Convertible Note [Member]
Fair value derivative liability		$ 771,198

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11 - Income Taxes (Details-Deferred taxes) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Current	$ 0	$ 0
Deferred	0	0
The components of the deferred tax assets (liability) as of:
Net operating loss carryforward	9,484,478	8,231,803
Stock base compensation	620,018	534,917
Executive compensation	13,000	13,000
Total Deferred tax Asset	10,117,496	8,779,720
Valuation allowance for Deferred tax asset	(10,117,496)	(8,779,720)
Deferred tax asset	$ 0	$ 0

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11 - Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2015 USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 25,000,000
Operating loss expiration date	Dec. 31, 2030

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12 - Commitments (Details)	Dec. 31, 2015 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2016	$ 19,918

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12. Commitments (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 89,331	$ 99,652
Capital lease obligation	$ 11,793
Interest rate	13.00%

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13 - Share-Based Payments (Details-Assumptions) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Expected Volatility	140.00%	125.00%
Expected term	5 years
Fisk-Free interest rate	1.68%	0.90%
Dividend yield	$ 0
Annual forfeiture rate	10.00%
Weighted-average estimated fair value of options granted	$ .0355

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13 - Share-Based Payments (Details-Option activity) - Options [Member] - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Number of shares Outstanding, Beginning Balance	10,136,000	10,564,500
Number of shares Granted	900,000
Number of shares Exercised
Number of shares Cancelled/expired	(1,258,000)	(428,500)
Number of shares Outstanding, Ending Balance	9,778,000	10,136,000
Number of shares Vested and exercisable	7,912,300	4,340,500
Weighted average exercise price Outstanding, Beginning Balance	$ 0.10	$ 0.10
Weighted average exercise price Granted	0.04
Weighted average exercise price Cancelled/expired	0.08	0.08
Weighted average exercise price Outstanding, Ending Balance	$ 0.09	$ 0.10
Weighted average remaining contractual life Outstanding, Ending Balance	3 years 10 months 24 days	3 years 3 months 18 days
Weighted average remaining contractual life Granted		9 years 6 months
Aggregate intrinsic value Outstanding, Ending Balance	$ 0	$ 0

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14 - Benefit Plan (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]
Pension expense	$ 0	$ 0

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15 - Major Customers and Concentrations (Details Narrative) - Sales Revenue, Net [Member]	12 Months Ended
	Dec. 31, 2015 USD ($)
Concentration risk percentage	13.90%
Total revenues	$ 1,100,000

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16 - Litigation (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Accrued settlement liability	$ 2,750,000
Litigation expense	$ 228,306	$ 0

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17 - Note Receivable (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Note receivable	$ 0	$ 90,000
Note receivable write off	522,185	$ 125,000
Blackwatch [Member]
Note receivable	522,185
Note receivable write off	$ 522,185