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.

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


	Lattice Incorporated

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