8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No.1)

CURRENT REPORT

Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)December 30, 2007

Commission File Number: 000-10690

LATTICE INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	22-2011859
State of Incorporation	IRS Employer Identification No.

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

(Address of principal executive offices)

(856) 910-1166

(Registrant’s telephone number, including area code)

Copies to:

Gregory Sichenzia, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01 Changes in Registrant's Certifying Accountant.

Resignation of Peter C. Cosmas, CPAs, independent registered public accountants

On December 30, 2007, Lattice Incorporated (the “Company”) was notified that Peter C. Cosmas, CPAs, independent registered public accountants (“Cosmas”), resigned as independent registered public accountants for the Company.

On January 22, 2008, the Company engaged new auditors as its independent accountants to audit its financial statements and the Company’s Board of Directors approved the change of accountants to Demetrius & Company L.L.C. (“Demetrius”)

The audit reports of the Former Auditor on the financial statements of the Company for the two most recent fiscal years of 2006 and 2005 and through the date of this Current Report did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. The Company’s auditors have expressed a going concern opinion in their audit reports for 2006 and 2005. Management acknowledged the basis for the going concern opinion, given the Company’s net losses and working capital deficits.

In connection with the audit of the Company's financial statements for the two most recent fiscal years of 2006 and 2005 and through the date of this Current Report, there were: (i) no disagreements between the Company and the Former Auditor on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreement in their reports on the Company's financial statements for such years, and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided the Former Auditor a copy of the disclosures in this Form 8-K/A and has requested that the Former Auditor furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not the Former Auditor agrees with the Company's statements in this Item 4.01. A copy of the letter dated December 31, 2007 furnished by the Former Auditor in response to that request is filed as Exhibit 16.1 to this Form 8-K/A.

The Company engaged Demetrius as of January 22, 2008. A partner at Demetrius was engaged to perform independent concurring partner reviews for Cosmas on Company engagements for the past three years, as required by the standards of the Public Company Accounting Oversight Board (PCAOB). This review consisted of reading the auditors report and financial statements for compliance with U.S. generally accepted accounting principals (GAAP). Demetrius also read the body of form 10-KSB for any inconsistencies with the financial statements. The concurring review also consisted of examining certain audit documentation and discussing with the lead partner and other engagement personnel of any unusual or significant auditing, accounting or reporting matters. Demetrius had no direct contact with the Company’s personnel or officers and was contracted by and worked for Cosmas. Accordingly, the Company had no consultations during the fiscal years 2007, 2006, 2005 and the subsequent interim period through January 22, 2008 with Demetrius, with respect to the application of accounting principles to a specific completed or contemplated transaction or the type of audit opinion that might be rendered on the Company’s financial statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 16.1 - Letter from Peter C. Cosmas Co., CPAs, independent registered public accountants*

*Incorporated by Reference to the Form 8-K filed by the Company on January 30, 2008.

SIGNATURES

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

	Lattice Incorporated
Date: February 14, 2008	By:	/s/ Joe Noto
		Joe Noto
		Chief Financial Officer

Exhibits

Exhibit 16.1 - Letter from Peter C. Cosmas Co., CPAs, independent registered public accountants*

*Incorporated by Reference to the Form 8-K filed by the Company on January 30, 2008.

COVER

LATTICE INCORPORATED

7150 N. Park Drive, Suite 500

Pennsauken, New Jersey 08109

(856) 910 1166

February 14, 2008

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Mail Stop 3720

Attn: Robert S. Littlepage, Jr.

Re: Lattice Incorporated

Item 4.01 Form 8-K

Filed January 30, 2008

File No. 000-10690

Dear Mr. Littlepage:

Lattice Incorporated (the “Company”) is filing Amendment No. 1 to the captioned Form 8-K in response to the questions raised by the staff of the Commission in its letter of comments dated February 1, 2008. Set forth below is the Company’s response to the comments.

1. Refer to the last paragraph. Clarify for us in detail exactly what do you meant by “A partner at Demetrius & Company L.L.C., was engaged to perform the concurring partner reviews for Peter C. Cosmas CPA on the Lattice engagements for the past three years.”

Response: Demetrius & Company, L.L.C., (“Demetrius”) conducted an independent concurring partner review as required by the standards of the Public Company Accounting Oversight Board (PCAOB). This review consisted of reading the auditors report and financial statements for compliance with U.S. generally accepted accounting principals (GAAP). The firm also read the body of form 10-KSB for any inconsistencies with the financial statements. The concurring review also consisted of examining certain audit documentation and discussing with the lead partner and other engagement personnel any unusual or significant auditing, accounting or reporting matters. Demetrius had no direct contact with the Company’s personnel or officers.

2. In addition, tell us if there were any consultations with Demetrius & Company, LLC during the fiscal years 2007, 2006 and 2005 and the subsequent interim period through January 22, 2008 with respect to the application of accounting principles to a specific completed or contemplated transaction or the type of audit opinion that might be rendered on your financial statements and either written or oral advice was provided that was an important factor considered by you in reaching a decision as to the accounting, auditing or financial reporting issue. If so, please provide all of the required disclosures in accordance with Item 304(a)(2) of Regulation S-B.

Response: The Company had no contact with Demetrius. Demetrius was contracted by and worked for Peter C. Cosmas, CPA. Accordingly, The Company had no consultations for the periods indicated with Demetrius, with respect to any matters.

Furthermore, we acknowledge the following:

1. The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2. Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

3. The Company may not assert staff comments as a defense in any proceeding initiated by the commission or any person under the federal securities laws of the United States.

If you have any further comments and/or questions, please contact the undersigned at (856) 910 1166.

Very truly yours,

/s/ Joe Noto

Joe Noto

Chief Financial Officer

Chief Accounting Officer

Enclosures